Business Document FH Document

BUSINESS DOCUMENT FH DOCUMENT

This Business Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to obtain certain professional services related to FH Document services described herein and Provider represents that it has the experience, personnel, and expertise to perform such services in accordance with the terms and conditions of this Agreement.

WHEREAS, Provider agrees to perform the services for Client pursuant to the scope, schedule, and payment terms set forth below and to comply with Client's reasonable policies and directions related to the work.

WHEREAS, the parties intend that the terms of this Agreement govern the relationship between them and that any deviation shall be in writing and signed by both parties.

SCOPE OF WORK

Provider shall provide the services described below in a professional manner consistent with industry standards. The parties agree that the scope may be modified only by written change order signed by both parties.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the services. All fees are exclusive of applicable taxes unless otherwise stated. Provider shall submit itemized invoices in accordance with the schedule below and Client shall pay undisputed amounts within the time specified.

Invoices shall be issued by Provider to Client and shall include reasonable detail of services performed and expenses. Client shall pay undisputed amounts within days of receipt. Disputed invoice items shall be raised in writing within the payment period with specific reasons for dispute.

Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), calculated from the due date until paid. Client shall also reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receiving written notice of the breach. Termination shall not relieve Client of liability for fees for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during performance it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed in any form and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (i) hold Confidential Information in strict confidence and use it solely for performance under this Agreement; (ii) restrict access to those employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

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

The obligations above do not apply to information which: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all schedules 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 agreements, understandings, negotiations and discussions, whether oral or written.

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 Provider may assign receivables to a financial institution.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities or losses arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Remedies: The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality or proprietary rights and that the injured party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

NOTICES

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