Business Document Cymdoc

BUSINESS DOCUMENT CYMDOC

This Business Document Cymdoc ("Agreement") is entered into effective as of by and between:

Recitals

WHEREAS, Client requires certain professional services, deliverables and related support as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the capability, experience, and personnel to perform the services described below and agrees to provide such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services and deliver the work products described in this Section (the "Services"). The Services include, at minimum, the tasks, milestones and deliverables identified below. Service Provider shall perform Services in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services rendered in accordance with the fees and schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Additionally, either party may terminate immediately for material breach that is not cured within a commercially reasonable cure period after written notice. Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any confidential or proprietary information of the other party (the "Disclosing Party") 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"). Confidential Information includes business plans, technical information, pricing, client lists, and trade secrets.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is lawfully received from a third party without obligation of confidentiality; (c) was in the Receiving Party's possession prior to disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If required by law or court order to disclose Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and cooperate to seek protective treatment.

5. Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that it will perform Services in a professional manner. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's gross negligence or willful misconduct. Except for indemnification obligations and willful misconduct, neither party shall be liable for indirect, incidental, consequential, or punitive damages, and total liability shall be limited to the fees paid to Service Provider under this Agreement during the six (6) months preceding the claim.

6. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably prior to instituting formal proceedings. If litigation is necessary, venue shall be in courts located within the chosen state.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices are effective upon personal delivery, confirmed email transmission, or three (3) days after deposit with a nationally recognized overnight courier.

8. Entire Agreement; Amendment

This Agreement, including any exhibits or 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 communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations. The parties are independent contractors; nothing in this Agreement creates an employment or agency relationship.

Acknowledgment

Each signatory below represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of the party for which they sign.

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