Business Document Capital Copy

BUSINESS DOCUMENT CAPITAL COPY

This Business Document Capital Copy ("Agreement") is entered into as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider represents that it has the skill, personnel, and resources necessary to perform such services in a timely and professional manner;

WHEREAS, Provider agrees to provide services to Client pursuant to the terms and conditions set forth in this Agreement, and both parties desire to set forth their respective obligations, payment terms, and other provisions governing the relationship;

WHEREAS, the parties acknowledge that this written Agreement constitutes the parties' complete understanding with respect to the subject matter herein.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: . Payment shall be made in accordance with the following schedule and enforceable invoices.

Invoices are due within days of receipt. Late payments shall bear interest at a rate of on the unpaid balance, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of days following written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

The Agreement will automatically renew on the expiration date for successive terms of the same length unless either party provides written notice of non-renewal at least days prior to the expiration date.

CONFIDENTIALITY

"Confidential Information" shall mean all non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Each party shall: (a) use Confidential Information of the other party solely for performance under this Agreement; (b) restrict disclosure of such Confidential Information to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is publicly available through no breach of this Agreement, independently developed by the recipient without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction. Upon termination or request, recipient shall return or destroy Confidential Information and certify such destruction upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. No waiver of any breach shall constitute a waiver of any other breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now