Business Document Excel

BUSINESS DOCUMENT EXCEL

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client wishes to engage Service Provider to prepare, configure, and deliver one or more spreadsheet workbooks, templates, macros, or related documentation in Microsoft Excel format (collectively, the Deliverables); and

WHEREAS, Service Provider represents that it has the professional skill and resources necessary to deliver the Deliverables in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows effective as of .

Scope of Work

Service Provider shall perform the services described below and deliver finalized Excel Deliverables in accordance with the specifications, milestones and acceptance criteria set forth in this Section.

Payment Terms

Client shall pay Service Provider the fees and reimbursements described below in consideration for the Deliverables and services rendered.

Overdue amounts shall accrue interest at % per month (or the maximum allowed by law), plus reasonable collection costs.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date or until completion and final acceptance of the Deliverables.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the applicable notice period. Termination shall not relieve Client of its obligation to pay for work performed prior to termination, including reasonable wind-down costs.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (i) maintain Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

The obligations set forth above shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order (provided the receiving party gives prompt notice and cooperates with reasonable efforts to limit disclosure).

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the final Deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of any pre-existing tools, methods, templates or code (including macros) used to produce the Deliverables, provided that Client is granted a license to use such components only as embedded within the Deliverables supplied hereunder.

Warranties and Remedies

Service Provider warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work for a period of 30 days after delivery. Client's sole and exclusive remedy for breach of this warranty shall be correction of the non-conforming Deliverables by Service Provider at no additional charge. EXCEPT FOR THE FOREGOING WARRANTY, THE DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability under this Agreement shall be limited to the total fees paid by Client to Service Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement; Amendments

This Agreement, together with any attachments or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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