Business Document E-doc

BUSINESS DOCUMENT E-DOC

Parties

Recitals

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

WHEREAS, Service Provider Name: possesses the expertise and capacity to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which such services will be provided, effective as of .

Scope of Work

Service Provider shall perform the services and deliverables described below. Service Provider shall perform such services in a professional and workmanlike manner in accordance with industry standards and the agreed schedule.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of the Scope of Work. All amounts are payable in United States currency unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider in accordance with the payment schedule above. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Disputed amounts must be notified to the other party in writing within ten (10) days of receipt of an invoice.

Late payments shall accrue interest at the lesser of or the maximum rate permitted by law. Continued non-payment constitutes a material breach permitting suspension of performance after five (5) days’ written notice.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within fifteen (15) days after written notice.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and, if applicable, for any non-cancellable commitments reasonably made prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents, and representatives with a need to know, and (c) protect Confidential Information with at least the same care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

Service Provider further warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED TO THE EXTENT PERMITTED BY LAW.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within forty-five (45) days, disputes shall be resolved by binding arbitration in accordance with the commercial arbitration rules then in effect, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including any attachments, exhibits, and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices are effective upon personal delivery, one business day after delivery to a recognized overnight courier, or five business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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