Business Document Complete Docs

BUSINESS DOCUMENT COMPLETE DOCS

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing the services described in this Agreement and possesses the skill, expertise, and licensing necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform certain services under the terms and conditions set forth herein and Service Provider is willing to perform such services for the compensation and upon the terms provided in this Agreement; and

WHEREAS, the parties agree that this Agreement shall become effective as of the date set forth below and shall govern the parties' obligations and rights with respect to the services described in the Scope of Work.

Scope of Work

Service Provider shall perform the services and deliverables described below. Services shall be provided in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall require prior written approval of both parties and may be subject to an adjustment in Fees and Schedule.

Payment Terms

In consideration for the services provided under this Agreement, Client shall pay Service Provider the compensation set forth below in accordance with the schedule and subject to the conditions stated. All payments are due in United States Dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate specified above or, if no rate is specified, at one percent (1%) per month, plus reasonable collection costs, including attorneys' fees, incurred by the Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on (the "Commencement Date"), and shall continue in effect until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than 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.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Representations; Compliance

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that its performance will comply with all applicable laws and regulations. Service Provider represents that all services will be performed consistent with industry standards and, where applicable, in compliance with applicable professional licensing or certification requirements.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING 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 such state for the resolution of any disputes arising under this Agreement.

Entire Agreement; Amendments

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, proposals and communications, whether oral or written. No amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notice

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth in the Parties section above or such other address as either party may specify in writing.

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