Business Document AVIDA Document

BUSINESS DOCUMENT AVIDA DOCUMENT

Effective Date:

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client Name: seeks to obtain certain services in connection with the project described as: ;

WHEREAS, Service Provider Name: has the experience and capacity to perform the services described herein and is willing to perform such services on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that any material change to the scope of work must be memorialized in a written change order signed by both parties.

PAYMENT TERMS

Total Fee (exclusive of taxes and reimbursable expenses): $.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at , and Service Provider may suspend performance for overdue accounts after providing at least days' written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination. Upon termination, Service Provider shall deliver all work in progress and final deliverables for which payment has been made or accrued.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other 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, financial information, trade secrets, and technical data.

Obligation: Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes public through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and limits disclosure to the extent permitted.

Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality and agree that injunctive or equitable relief may be sought in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules. The parties consent to the exclusive jurisdiction of state and federal courts located within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest of substantially all of the assigning party’s business assets.

Relationship of Parties: The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties.

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

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