Business Document ATRD

Business Document ATRD

Effective Date:

Parties

Party A Name:

Party B Name:

Recitals

WHEREAS, Party A is engaged in the business of providing certain professional services and deliverables described herein; and

WHEREAS, Party B desires to engage Party A to perform the services and deliver the deliverables on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their complete rights and obligations with respect to the subject matter hereof.

Scope of Work

Description of Services and Deliverables: The parties agree that Party A shall perform services and deliverables as described below. Party A shall exercise commercially reasonable efforts to perform the services in a professional manner consistent with industry standards.

Payment Terms

Compensation: Party B shall pay Party A the fees set forth below in exchange for the services and deliverables.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of , compounded monthly, or the maximum rate permitted by law, whichever is lower. Party B shall also reimburse Party A for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

Term: This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Section.

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

Termination for Convenience: Party B may terminate this Agreement for convenience upon providing days' prior written notice to Party A. In the event of termination, Party A shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Definition of Confidential Information: "Confidential Information" means any nonpublic information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, pricing, and customer information.

Non-Disclosure and Use: The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions and Mandatory Disclosure: Confidential Information does not include information that is (i) publicly available through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by law, provided that the receiving party gives the disclosing party prompt written notice and cooperates in any efforts to limit or protect such disclosure.

Return or Destruction: Upon expiration or termination of this Agreement, or upon written request, the receiving party shall promptly return or destroy, at the disclosing party's option, all materials containing Confidential Information and certify in writing that it has complied with this obligation, except for one archival copy retained for compliance purposes.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Party A warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement, subject to the limitations of liability set forth in this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

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

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate in writing. Notices shall be deemed given upon delivery by hand, three days after deposit with a nationally recognized overnight courier, or five days after mailing by certified mail, return receipt requested.

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