Business Document Aviva

Business Document Aviva

RECITALS

WHEREAS, Client Name: (hereafter "Client") desires to engage Service Provider Name: (hereafter "Service Provider") to provide the services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services effective as of Effective Date: .

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables shall be provided in accordance with the schedule set forth in the Description of Services. Any changes to the Scope of Work shall be made only by mutual written amendment signed by authorized representatives of both parties.

2. PAYMENT TERMS

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay all undisputed invoices within Payment Due Days: days of receipt. If any undisputed amount is not paid when due, interest shall accrue at the lesser of 1.5% per month or the maximum rate permitted by law, and Service Provider may suspend performance after providing ten (10) days' written notice of intent to suspend.

All payments are exclusive of taxes. Client shall be responsible for any sales, use, value-added or other taxes imposed on the transactions hereunder, except taxes based on Service Provider's net income.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this section.

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

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination. Sections that by their nature survive termination, including Confidentiality, Indemnification and Governing Law, shall survive termination or expiration of this Agreement.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) 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. Confidential Information includes business plans, technical data, software, trade secrets, pricing, customer lists and proposals.

The Receiving Party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that, where lawful and practicable, the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any reasonable effort to seek a protective order or other remedy. Monetary damages may be inadequate to remedy a breach of this Section, and the Disclosing Party is entitled to injunctive relief in addition to other remedies.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent and professional manner consistent with industry standards. Service Provider's sole and exclusive remedy for breach of this warranty shall be limited to re-performance of nonconforming services or, if Service Provider cannot so remedy, refund of the fees paid for the nonconforming services.

Each party shall indemnify 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 material breach of this Agreement, subject to applicable law and the indemnified party's obligation to mitigate damages and provide prompt notice of claims.

6. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If negotiation fails, the parties may pursue all available remedies in courts of competent jurisdiction in the chosen governing state.

7. ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party shall assign or transfer its rights 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 substantially all of its assets related to this Agreement. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between them.

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