Business Document DEC

BUSINESS DOCUMENT DEC

This Agreement is made as of by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client requires certain professional services and deliverables to be performed in accordance with the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement and is willing to perform such services under the terms and conditions contained herein; and

WHEREAS, the Parties desire to set forth in writing their respective rights and obligations with respect to such services.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. The Parties may attach exhibits describing specific tasks, deliverables, milestones and acceptance criteria; absent an exhibit, the following describes the core scope.

PAYMENT TERMS

Client shall pay Service Provider for performance of the Scope of Work as follows.

Service Provider shall submit itemized invoices in accordance with the payment schedule. Client shall pay undisputed invoices within the invoice term. Disputed portions must be notified in writing within ten (10) days of receipt, with the undisputed portion paid when due. Interest on past due undisputed amounts shall accrue at the rate specified above.

TERM AND TERMINATION

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

Start Date: End Date:

Either Party may terminate this Agreement for convenience upon providing the required notice to the other Party. Either Party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of breach, or immediately for insolvency, bankruptcy filing, or appointment of a receiver.

Upon termination, Service Provider shall deliver all completed work and any work in progress for which Client shall promptly pay reasonable and documented fees for work performed to the date of termination and any non-cancelable commitments incurred by Service Provider consistent with this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public, proprietary or confidential information disclosed by a Party (Discloser) to the other Party (Recipient), whether disclosed orally, in writing, electronically or by inspection, including business plans, technical data, trade secrets, customer lists and pricing information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to third parties except to its employees or agents with a need to know who are bound by equivalent confidentiality obligations. Recipient shall promptly notify Discloser of any unauthorized use or disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the courts located in that State for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or successor in connection with a sale of substantially all of its assets or a merger. Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a Party may designate by written notice.

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