Business Document Deloge

BUSINESS DOCUMENT DELOGE

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

RECITALS

WHEREAS, Client engages Provider to perform certain business services and deliverables described herein, and Provider represents that it has the experience, qualifications, and resources to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the terms and conditions governing the scope of work, compensation, confidentiality, and other mutual obligations associated with Provider's performance for Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and provide the deliverables set forth below. Provider shall perform services in a professional manner consistent with industry standards and shall use reasonable efforts to meet any delivery dates agreed by the parties.

PAYMENT TERMS

As compensation for the services and deliverables provided under this Agreement, Client shall pay Provider in accordance with the following terms.

Any amount invoiced that remains unpaid after the due date shall accrue interest at the lesser of the maximum lawful rate or per month, and a late fee of may be applied to overdue invoices. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of written notice of breach. Termination shall not relieve Client of obligations to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, 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. Confidential Information excludes information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law.

The receiving party shall (i) not use Confidential Information for any purpose other than performing its obligations under this Agreement, (ii) restrict disclosure to its employees and representatives with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (iii) return or destroy all Confidential Information upon termination or upon written request. These confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets for which obligations shall continue as long as such information remains a trade secret under applicable law.

GOVERNING LAW; REMEDIES

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 agree that monetary damages may be an inadequate remedy for breaches of confidentiality or intellectual property provisions and that either party shall be entitled to seek injunctive relief or specific performance in addition to any other remedies available at law or in equity.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment; Waiver: No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. The waiver of any breach shall not be construed as a waiver of any subsequent breach.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in interest provided that such assignee assumes Provider's obligations hereunder.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that services will be performed in a professional and workmanlike manner consistent with industry standards and that it holds all licenses and permits required to perform the services.

Limitation of Liability: Except for liability resulting from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special, or punitive damages, and each party's aggregate liability arising from or related to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement in the 12 months preceding the event giving rise to liability.

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