Business Document Bind Doc

Business Document Bind Doc

Parties and Recitals

This Agreement is entered into effective as of (the "Effective Date"), by and between:

WHEREAS, Client desires to engage Service Provider to perform certain services described below, and Service Provider represents that it has the qualifications, experience and ability to provide such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which such services shall be performed and compensated.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include all tasks, deliverables, milestones and performance specifications set forth herein or in attachments incorporated by reference.

Payment Terms

As full consideration for the performance of the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule and conditions described herein.

Unless otherwise agreed in writing, invoices are due and payable within days of receipt. Late payments shall accrue interest at the rate of per month (or the maximum lawful rate, if less). Client shall also be responsible for any collection costs, including reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, 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. The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use, access or disclosure, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than as a result of a breach of this Agreement; (ii) was known to the receiving party prior to disclosure by the disclosing party without restriction; (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Independent Contractor; Insurance; Indemnification

Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings and other statutory obligations. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency between the parties.

Service Provider shall maintain adequate insurance coverage to perform the Services and shall provide certificates upon Client's reasonable request. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability

Except for breaches of confidentiality, each party's gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or indirect damages, even if advised of the possibility of such damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period immediately preceding the event giving rise to the claim.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above (or such other address as a party may designate by written notice). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail with first-class postage prepaid.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without giving effect to its conflict of laws rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties may pursue any available remedies in a court of competent jurisdiction in that state.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments incorporated herein, 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 written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

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