Business Document DDS

BUSINESS DOCUMENT DDS

This Business Document DDS (the "Agreement") is entered into as of Date: by and between Provider Name: (the "Provider"), and Client Name: (the "Client").

WHEREAS

WHEREAS, Provider is engaged in the business of providing goods and/or services within its stated business operations and possesses the expertise necessary to perform the work described herein; and

WHEREAS, Client desires to retain Provider to perform certain services and Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement set forth the full scope of the parties' rights and obligations with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall exercise commercially reasonable skill and care in the performance of all services.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Provider the fees set forth below in accordance with the schedule and conditions stated herein.

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay interest on the overdue amount at a rate of until paid in full. Provider's acceptance of late payments does not waive Provider's rights to pursue any remedies available at law or equity.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect 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 given not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party shall (a) keep confidential all Confidential Information of the other party, (b) not disclose Confidential Information to any third party except as permitted in this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order or other appropriate remedy.

GOVERNING LAW

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 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.

ENTIRE AGREEMENT

This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

ADDITIONAL PROVISIONS

Independent Contractor. Provider is an independent contractor and not an employee or agent of Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor in interest in connection with a sale of all or substantially all of its business or assets.

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