Business Document Belkis

BUSINESS DOCUMENT BELKIS

PARTIES: This Agreement is entered into between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

EFFECTIVE DATE: This Agreement shall commence on , (the "Effective Date").

WHEREAS

WHEREAS, Client requires certain business services and deliverables as described herein; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to perform the services and provide the deliverables set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to such services on the terms and conditions contained in this Agreement.

1. SCOPE OF WORK

Service Provider shall perform the work and deliver the services described below in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the timely performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the invoicing procedure set forth below.

Service Provider shall submit invoices to Client as milestones are completed or monthly as applicable. Client shall pay undisputed amounts within days of receipt of invoice. Disputed amounts shall be resolved promptly and payment of undisputed amounts shall not be withheld.

Late payments shall accrue interest at the rate set forth above, and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees and court costs, incurred in collecting overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the End Date specified below unless earlier terminated in accordance with this Section.

Term Start Date: ,

Term End Date: ,

Either Party may terminate this Agreement for convenience upon providing the notice period set forth above. Either Party may terminate immediately for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice of breach, or immediately for insolvency or bankruptcy of the other Party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in strict confidence and shall not disclose or use any Confidential Information of the other Party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that, by its nature, should reasonably be understood to be confidential.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Confidential Information shall not include information that is: (a) publicly available through no breach; (b) rightfully received from a third party without obligation of confidentiality; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective measures.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or for confidentiality breaches or infringement of third-party intellectual property rights, neither Party shall be liable to the other for indirect, incidental, special or consequential damages. The aggregate liability of either Party for direct damages arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. 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 principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any schedules and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the obligations hereunder. The failure of either Party to enforce any right shall not constitute a waiver of that right.

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