Business Document BE12C

Business Document BE12C

Parties

Effective Date: Month Day Year .

Recitals

WHEREAS, Client Name: the party identified above requires professional services and deliverables described herein; and

WHEREAS, Contractor Name: the party identified above represents that it has the requisite expertise, personnel and resources to perform such services under the terms of this Agreement; and

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

Scope of Work

Contractor shall perform the services and provide the deliverables described below in a professional and workmanlike manner consistent with industry standards:

Payment Terms

Total Contract Fee: $ payable in accordance with the schedule below.

Invoices shall be issued by Contractor upon completion of the identified milestone(s) and are due within days of invoice receipt.

Late Payment: Any undisputed amount not paid when due shall bear interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Contractor may suspend performance for invoices unpaid more than days following written notice.

Term and Termination

Term Commencement: This Agreement shall commence on Month Day Year .

Termination Date: The term shall expire on or about Month Day Year , unless earlier terminated pursuant to this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately for material breach that remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or, by its nature, should reasonably be understood to be confidential, including but not limited to business plans, financial information, technical data and trade secrets.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform obligations under this Agreement, and (c) not disclose it to third parties except to permitted representatives who need to know and are bound by confidentiality obligations no less protective than those herein.

Exclusions and Duration: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or that is rightfully received from a third party without restriction. The obligations of confidentiality survive for years following termination or expiration of this Agreement.

Governing Law

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

Entire Agreement; Miscellaneous

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

Amendments and Assignment: No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Severability and Waiver: If any provision is held invalid, the remainder shall continue in full force. Failure to enforce any provision shall not constitute a waiver of that or any other provision.

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