Business Document Attach Documents

BUSINESS DOCUMENT ATTACH DOCUMENTS

Parties and Recitals

This Business Agreement and Attachment Cover Sheet ("Agreement") is entered into as of the Effective Date set forth below by and between:

Service Provider Name:    Address:

Client Name:    Address:

Effective Date:

WHEREAS, Service Provider has expertise and capacity to perform the services described herein and in the attachments identified below; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the incorporated attachments, the parties agree as follows.

Scope of Work

Attachments (Attach Documents and Descriptions)

The following documents are incorporated into this Agreement by reference and constitute material components of the parties' obligations. Each listed attachment is delivered contemporaneously with this Agreement or as otherwise indicated.

Payment Terms

Total Contract Amount:

Late Payment Fee: . Fees accrue monthly on past due balances.

Bank Transfer    Check    Credit Card

Term and Termination

Term Commencement (Start Date):    Termination Date (End Date):

Either party may terminate this Agreement for convenience upon written notice to the other party not less than prior to the intended termination date. Termination for material breach may be immediate if the breaching party fails to cure within after written notice.

Confidentiality

Each party agrees to hold in confidence all Confidential Information of the other party, to use such Confidential Information only for the purposes of performing under this Agreement, and not to disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. "Confidential Information" includes non-public information disclosed in writing, orally if marked or identified as confidential at disclosure, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidentiality Obligations Duration: from the date of disclosure. Obligations survive termination to the extent necessary to protect Confidential Information.

Governing Law and Dispute Resolution

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 agree that any dispute arising under this Agreement shall be resolved by negotiation in good faith, and if unresolved, by binding arbitration or litigation as selected by the non-breaching party consistent with applicable law.

Entire Agreement; Amendments

This Agreement, together with the attachments listed above, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written representations, negotiations, or agreements. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Representations and Acknowledgments

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client acknowledges receipt of the attachments listed above and agrees that such attachments are true, complete, and incorporated by reference into this Agreement.

Notices

All notices permitted or required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed received when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

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