Business Document Combine

BUSINESS DOCUMENT COMBINE

This Business Document Combine (the Agreement) is made and entered into as of Effective Date: , by and between Client Name: , with principal address: (Client), and Service Provider Name: , with principal address: (Provider). Client and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services as set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, qualifications, personnel, and resources necessary to perform the services described herein and is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the delivery of services, payment, confidentiality, and related matters.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both Parties.

PAYMENT TERMS

All fees are due in U.S. Dollars. Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Amounts not paid when due shall accrue interest at the rate specified in the Late Payment Fee above and Client shall be responsible for Provider's reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

This Agreement shall commence on the Term Commencement Date and shall continue until the Term Expiration Date unless earlier terminated as provided herein. Either Party may terminate this Agreement for convenience upon prior written notice to the other Party given at least days prior to the effective date of termination.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible items, 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) use the Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was within the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

Upon termination of this Agreement or at Disclosing Party's request, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing the return or destruction. The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of years.

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 attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives of the Parties. If the dispute cannot be resolved by negotiation within thirty (30) days, the Parties may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, or written change orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all its assets, or corporate reorganization.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages, and expenses arising out of the indemnifying Party's breach of this Agreement, negligent acts, or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a breach of the Confidentiality provisions, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages, and each Party's aggregate liability shall be limited to the total amount paid or payable to Provider under this Agreement during the six (6) months preceding the claim.

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