Business Document Bundle

BUSINESS DOCUMENT BUNDLE

Parties

Effective Date:

Recitals

WHEREAS, Client Name: Client engages in the business described in Client Address and desires to obtain certain services from Contractor;

WHEREAS, Contractor Name: Contractor has represented that Contractor possesses the professional skills, experience, personnel and resources necessary to provide such services; and

WHEREAS, the parties desire to set forth their mutual rights and obligations regarding the services to be provided under this Agreement.

Scope of Work

Contractor shall perform the services described below in a professional and workmanlike manner and in accordance with the timelines stated. Contractor shall supply all labor, materials, equipment and supervision necessary to complete the services unless otherwise agreed in writing.

Payment Terms

Client shall pay Contractor for the services described in this Agreement in accordance with the amounts and schedule set forth below. Payments shall be made in U.S. dollars unless otherwise specified in writing.

Invoices shall be delivered to the addresses above or to an alternate address specified in writing. Unless otherwise stated, undisputed invoices are due within 30 days of invoice date. Client shall notify Contractor in writing of any disputed portion of an invoice within 10 days of receipt; the undisputed portion remains payable when due.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, continues until the End Date set below or until completion of the Scope of Work.

Start Date:

End Date (or Termination Trigger):

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above following written notice. Termination for convenience by Client requires payment of reasonable demobilization and wind-down costs incurred by Contractor through the effective termination date.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, agents, consultants and subcontractors who need to know such information to fulfill the purposes of this Agreement, provided that such persons are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party must promptly notify the Disclosing Party if it is required by law to disclose Confidential Information and shall cooperate with the Disclosing Party's efforts to seek protection of such information.

Representations; Warranties; Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that its services will be performed in a professional manner consistent with industry standards. Except for willful misconduct or gross negligence, neither party shall be liable for special, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties agree to non-binding mediation before initiating litigation.

Assignment; Severability; Entire Agreement

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement, together with any exhibits or schedules attached, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth in the Parties section or to such other address as a party may specify in writing.

Execution

The individuals signing below represent and warrant that they are authorized to bind the party for whom they sign. 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. Electronic or facsimile signatures shall have the same force and effect as original signatures.

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