Business Document DOAD Template

BUSINESS DOCUMENT DOAD TEMPLATE

Effective Date:

Parties

WHEREAS

WHEREAS, Party A is engaged in the business of providing services, consulting, products and related deliverables as further described in this Agreement;

WHEREAS, Party B desires to engage Party A to perform certain services and deliverables under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment, confidentiality, term and other material provisions governing their arrangement.

Scope of Work

Description of Services and Deliverables:

Acceptance Criteria: The parties agree that deliverables shall be accepted in writing within calendar days following delivery, subject to the parties' mutually agreed test procedures.

Payment Terms

Invoices shall be issued in accordance with the payment schedule above and are due within days of invoice date. Late payments shall accrue interest at the rate of % per month or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for a period of days after written notice specifying the breach.

Upon termination, Party A shall deliver all work in progress and Party B shall pay all fees and reimbursable expenses incurred up to the effective termination date, subject to any applicable set-offs for defective or nonconforming work.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all non-public information disclosed by the other party (the "Discloser") 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 ("Confidential Information"). Recipient shall not use Confidential Information for any purpose other than performance or enforcement of this Agreement and shall restrict disclosure to those employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The obligations under this Confidentiality section shall continue for a period of years from the date of disclosure, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement. Party A warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for claims arising from gross negligence, willful misconduct or breach of confidentiality, the parties' aggregate liability under this Agreement shall not exceed the total fees actually paid to Party A under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree that disputes shall be resolved in the state or federal courts located within such jurisdiction unless the parties mutually agree in writing to arbitration.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, when sent by certified mail, return receipt requested, or when sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate in writing.

Entire Agreement; Amendments

This Agreement, including all exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that a party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

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