Business Document DMET

BUSINESS DOCUMENT DMET

This Business Agreement (the Agreement) is entered into as of the Effective Date by and between:

Client Name:     Client Address:

Service Provider Name:     Service Provider Address:

Recitals (Whereas)

WHEREAS, Client desires to obtain certain professional services and deliverables described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to provide such services under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and termination of the services to be provided.

Scope of Work

Deliverables: Service Provider shall deliver the materials, reports, and other items defined in the Description of Services on the schedule and to the specifications agreed in writing by the parties.

Payment Terms

All amounts payable by Client are exclusive of taxes. Service Provider shall submit written invoices in accordance with the Payment Schedule and Client shall remit payment within the Invoice Terms. Disputed amounts shall be raised in writing within ten (10) days of receipt of an invoice; undisputed amounts remain payable.

Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given in accordance with the notice period above. Either party may terminate for material breach if such breach is not cured within fourteen (14) days after written notice. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is marked confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to prevent unauthorized use or disclosure.

Confidential Information does not include information that: (i) becomes publicly available without breach of this Agreement by Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) is required to be disclosed by law or court order, provided Recipient gives prompt written notice to Discloser to allow for a protective order or other remedy.

Representations; Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

Neither party shall be liable to the other for incidental, consequential, special, or punitive damages, except for liability arising from willful misconduct or gross negligence. Total aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified above, without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives who have authority to settle the controversy. If unresolved, disputes shall be submitted to binding arbitration under commercial arbitration rules in the governing state, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including any attached exhibits or schedules executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above, or such other address as either party shall designate by notice to the other in accordance with this section.

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