Business Document DZ

BUSINESS DOCUMENT DZ

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain professional services from Service Provider Name: ; and

WHEREAS, Service Provider represents that it has the experience and capacity to perform the services described herein and is willing to perform such services under the terms and conditions of this Agreement effective as of Effective Date: .

Scope of Work

Service Provider shall perform the services and deliverables described below. The scope of work may be modified only by written amendment signed by both parties.

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ USD for the services described above. Payments shall be made in United States dollars unless otherwise agreed in writing.

Invoicing: Service Provider shall submit itemized invoices to Client. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Past-due amounts shall accrue interest at a rate of , or the maximum rate permitted by law, and Client shall reimburse Service Provider for reasonable collection costs and attorney fees.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in oral, written or electronic form 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.

Obligations: Each receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to the receiving party prior to disclosure as evidenced by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of Confidential Information.

Representations; Insurance

Each party represents that it has full authority to enter into this Agreement and to perform its obligations hereunder. Service Provider shall maintain insurance coverage appropriate to its industry and provide evidence of such insurance upon Client's request.

Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities or losses arising out of the Indemnitor's gross negligence, willful misconduct or material breach of this Agreement, subject to applicable law and limitations on liability set forth herein.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing State: , without regard to its conflicts of law principles.

Disputes shall be resolved by binding arbitration before a single arbitrator in the county or similar jurisdiction where the Client's principal place of business is located, unless the parties mutually agree otherwise in writing. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be 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 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 remainder of this Agreement shall remain in full force and effect.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided by each party or to such other address as either party designates by written notice.

Authority to Execute

Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that their signature binds that party to the terms and conditions herein.

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