Business Document Gorney

BUSINESS DOCUMENT GORNEY

Parties

Service Provider:    Contact:

Client Name:    Contact:

Recitals

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to perform the services described below; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any changes to the scope must be set forth in a written change order signed by both parties.

Payment Terms

Invoices are due and payable within days of receipt unless otherwise stated in the Payment Schedule. All fees are stated in United States Dollars and are exclusive of taxes and duties which shall be the responsibility of the Client unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the rate specified above and the Service Provider may suspend performance if invoices remain unpaid thirty (30) days following written notice of nonpayment.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (a) hold Confidential Information in strict confidence, (b) use it only to perform obligations under this Agreement, and (c) not disclose it except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations in this section do not apply to information that is or becomes publicly available other than through the receiving party's breach, that is lawfully received from a third party without restriction, or that is independently developed without use of the disclosing party's Confidential Information. In the event of unauthorized disclosure, the disclosing party is entitled to seek equitable relief, including injunctive relief, in addition to any other remedies.

Notices

Governing Law

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

Miscellaneous

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

Amendment and Waiver: This Agreement may be amended only by a written instrument executed by both parties. A waiver of any right or remedy must be in writing and is effective only in the specific instance and for the specific purpose given.

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

Entire Agreement

This Agreement 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 oral or written.

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