Business Document CSJ

BUSINESS DOCUMENT CSJ

Parties

Recitals

WHEREAS, Company Name: seeks to retain certain professional services from Service Provider Name: ; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described herein and is willing to perform such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the Scope of Work professionally and in accordance with industry standards. Any material changes to the Scope of Work must be agreed in writing by authorized representatives of both parties and will be subject to any adjusted compensation and schedule set forth in a change order executed by both parties.

Payment Terms

Company agrees to pay Service Provider the total compensation as set forth below for the services rendered in accordance with this Agreement.

Late payments shall accrue interest at the rate specified below and Company shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment obligations under this Agreement.

Term and Termination

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): in advance. Either party may terminate for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Company shall pay Service Provider for all services rendered and reasonable expenses incurred through the effective date of termination. Service Provider shall deliver to Company all work product completed through the termination date and cooperate to provide an orderly transition.

Confidentiality

Each party (the "Recipient") shall keep confidential and shall not use or disclose any proprietary or confidential information of the other party ("Confidential Information") except as necessary to perform this Agreement. Confidential Information excludes information that: (a) is or becomes generally known to the public through no act or omission of the Recipient; (b) was rightfully known to the Recipient prior to disclosure; or (c) is independently developed by the Recipient without use of the disclosing party’s Confidential Information.

The Recipient shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or at the disclosing party’s request, the Recipient shall return or certify destruction of Confidential Information, except to the extent retention is required by applicable law, in which case the Recipient shall maintain the confidentiality of such retained information to the fullest extent permitted by law.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that the services will be performed in a professional manner in accordance with generally accepted industry standards.

Service Provider shall indemnify and hold harmless Company and its affiliates from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for any indirect, incidental, special or consequential damages, including loss of profits, even if advised of the possibility of such damages. The aggregate liability of each party for direct damages arising out of this Agreement shall not exceed the total amount paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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 conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute is not resolved within forty-five (45) days, the parties may pursue any remedy available at law or in equity.

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, representations and understandings of the parties. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify by written notice.

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