Business Document CNET

BUSINESS DOCUMENT CNET

Parties and Recitals

WHEREAS, Client Name: is engaged in business and desires to obtain certain services as described below; and

WHEREAS, Service Provider Name: has the capability and agrees to provide such services under the terms set forth in this Agreement; and

WHEREAS, this Agreement will be effective as of the Effective Date: (the "Effective Date").

Contact Information

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner, consistent with industry standards. The Scope of Work below defines the tasks, deliverables, milestones, and acceptance criteria.

Payment Terms

Client shall pay Service Provider the fees specified below in consideration for the performance of the Scope of Work. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not received by Service Provider within days after the due date, Client shall pay a late fee of on the overdue balance, calculated monthly, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for a period of 15 days after written notice of such breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by a party in connection with this Agreement 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 excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall: (i) hold the other's Confidential Information in strict confidence; (ii) use the Confidential Information solely to perform its obligations under this Agreement; and (iii) restrict access to the Confidential Information to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or written request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify destruction if requested in writing.

Representations and Authority

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, and that the person signing this Agreement on its behalf is duly authorized to bind such party.

Indemnification

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 attorney fees) arising out of the Indemnitor's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the gross negligence or willful misconduct of the Indemnitee.

Limitation of Liability

Except for liability arising from (i) a party's gross negligence or willful misconduct, or (ii) a party's obligations under the indemnification provision, in no event shall either party's aggregate liability arising out of or related to this Agreement exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months prior to the event giving rise to the claim.

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 state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendments

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

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that 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 provided by electronic means (including scanned signatures) shall be effective and binding.

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