Business Document Higginbottham

BUSINESS DOCUMENT HIGGINBOTTHAM

This Business Document Higginbottham (the "Agreement") is entered into as of Effective Date: between Client Name: with primary address:

and Service Provider Name: with primary address:

WHEREAS

WHEREAS, Client requires certain professional services relating to the business operations described herein and has engaged Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience and ability to perform the services described in the Scope of Work and agrees to perform such services in a professional and workmanlike manner consistent with industry standards.

WHEREAS, the parties wish to set forth their entire agreement with respect to the subject matter hereof in writing.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description below constitutes the complete scope of services unless modified in writing and signed by both parties.

PAYMENT TERMS

In consideration for the services described in the Scope of Work, Client shall pay Service Provider as follows:

Invoices shall be submitted in writing and are due in accordance with the payment schedule. Overdue amounts shall bear interest and fees as set forth below.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information, whether written or oral, disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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. Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations under this section shall continue for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, Service Provider assigns to Client all rights, title and interest in and to any deliverables, materials and work product created specifically for Client under this Agreement. Service Provider retains ownership of any pre-existing materials and tools used to create deliverables but grants Client a non-exclusive, royalty-free license to the extent necessary to use the deliverables as intended.

INDEPENDENT CONTRACTOR

The parties acknowledge that Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is solely responsible for all taxes, insurance, and benefits applicable to its personnel.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims to the extent caused by the indemnifying party's gross negligence or willful misconduct. Except for liability arising from a party's breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 designates by notice to the other.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration conducted in accordance with the rules of the chosen forum, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to the subject matter hereof. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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