Business Document Drift Lane

Business Document Drift Lane

RECITALS

WHEREAS, Client Name: is engaged in certain business activities and requires specialized document workflow, advisory, and drift-lane services; and

WHEREAS, Contractor Name: possesses experience and resources to provide the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows. Effective Date:

PARTY CONTACT INFORMATION

SCOPE OF WORK

Contractor shall perform the services described in this Scope of Work (the "Services") for the Client. The Services shall include the design, implementation, monitoring, and optimization of document flow processes commonly referred to by the parties as the "Drift Lane" workflow, together with reporting and reasonable support as set forth below.

Deliverables, milestones, and acceptance criteria shall be as set forth in the Detailed Description of Services above unless amended in writing and signed by both parties.

PAYMENT TERMS

Invoices shall be submitted in writing and are due within days of receipt unless otherwise agreed. Payments shall be made in United States dollars unless otherwise specified. Client shall be responsible for all applicable taxes on payments, except taxes based on Contractor's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice of termination no fewer than days to the other party. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

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. Confidential Information excludes information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party; (c) becomes available to the receiving party on a non-confidential basis from a third party not known to be bound by a confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those of its officers, employees, subcontractors and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) take commercially reasonable measures to protect the confidentiality of such information. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for resolution of disputes arising out of this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any agreement to which it is a party.

SIGNATURES

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