Business Document Alexander Document

Business Document Alexander Document

Parties

Recitals

WHEREAS, Company Name: (the "Company") desires to engage Service Provider Name: (the "Provider") to perform certain business services; and

WHEREAS, Provider represents that it has the expertise, personnel and resources to perform the services described herein in a professional and timely manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be provided, effective as of Effective Date: .

Scope of Work

Provider shall perform the services described below (the "Services"). Provider will deliver work consistent with industry standards and in accordance with the schedule and milestones agreed by the parties.

Payment Terms

Total Contract Amount:

Late Payments: If any undisputed sum due hereunder is not paid within days of the due date, such overdue amount shall accrue interest at , or the maximum rate permitted by law, whichever is less. The parties agree that Provider may suspend performance if payments are more than days past due following written notice.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice no fewer than days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, customer lists, technical data, trade secrets and deliverables.

Obligations: Receiving party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) is received from a third party not under confidentiality obligations, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing State: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including any exhibits, schedules and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

General Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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