Business Document D2.2

Business Document D2.2

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: seeks to obtain certain services described herein; and

WHEREAS, Contractor Name: represents that it has the expertise and capacity to perform such services under the terms set forth below; and

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

Scope of Work

Contractor shall provide the services and deliverables described below. The description establishes the minimum obligations of Contractor; any material deviation shall require prior written amendment executed by both parties.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration of the services rendered under this Agreement. All payments are due in U.S. dollars unless otherwise agreed in writing.

Payments not received within thirty (30) days of invoice date shall be subject to the Late Payment Fee above and may, at Contractor's election, accrue interest at the maximum rate permitted by applicable law. Client is responsible for any reasonable collection costs incurred by Contractor.

Term and Termination

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

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes generally known through no wrongful act of the receiving party, (b) was rightfully known by the receiving party prior to disclosure, (c) is lawfully obtained by the receiving party from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations under this clause shall survive termination of this Agreement for a period of years.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising out of or relating to this Agreement, subject to any mandatory procedural rules.

Miscellaneous

Entire Agreement: This Agreement, including 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 and communications, whether oral or written.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement will be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth for each party above or to such other address as either party may designate by notice in accordance with this section.

Execution

The parties may execute this Agreement in counterpart originals and by electronic signature, and each counterpart shall be deemed an original but all of which together constitute one and the same instrument.

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