Business Document Chapter 7

Business Document Chapter 7

Parties

Recitals

WHEREAS, Client Name: (the "Client") desires to retain the Provider to perform the services described herein; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the qualifications, experience and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms governing the provision of services, payment, confidentiality and other obligations in a binding agreement.

Scope of Work

Provider shall perform the services described below for the Client in accordance with the standards of care customarily practiced by competent professionals performing similar services:

Payment Terms

Client shall pay Provider for services performed in accordance with the following payment terms. All fees are due in United States dollars.

All amounts not paid when due shall accrue interest at the rate set forth above and the Client agrees to reimburse Provider for reasonable costs of collection, including attorneys' fees and court costs, to the extent permitted by law.

Term and Termination

This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon giving written notice to the other party not less than Notice Period (days): days prior to the effective termination date.

Either party may immediately terminate this Agreement for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether in oral, written, electronic or other form, 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. Confidential Information includes, without limitation, business plans, technical data, product designs, trade secrets, pricing, budgets and customer lists.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information; (b) not to use Confidential Information for any purpose other than the performance of this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is received from a third party without breach of an obligation of confidentiality; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the receiving party gives prompt written notice and, where legally permissible, cooperates to obtain confidential treatment or a protective order.

The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

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. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county where the Client's principal place of business is located, unless the parties otherwise agree in writing.

Indemnification; Limitation of Liability

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's gross negligence, willful misconduct or material breach of this Agreement. Except for indemnification obligations or willful misconduct, neither party shall be liable to the other for any consequential, incidental, special or punitive damages.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Notices

All notices, requests and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

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