Business Document Hunter Document

Business Document Hunter Document

Effective Date:

Client Name:    Service Provider Name:

Recitals

WHEREAS, Client engages Service Provider to locate, compile, evaluate, and deliver specified business documents, records, or materials relevant to the Client's commercial objectives; and

WHEREAS, Service Provider represents that it has the skill, experience, and resources necessary to perform the services described in this Agreement and will perform such services in accordance with applicable law and professional standards; and

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

Scope of Work

Service Provider shall perform the following services for Client. Service Provider shall use commercially reasonable efforts to provide the deliverables identified and meet any schedule set forth below.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the services and deliverables described herein. All payments are due in accordance with the schedule below unless otherwise agreed in writing.

All fees are exclusive of taxes. Client shall be responsible for any taxes, duties, or other governmental charges assessed with respect to the transactions contemplated by this Agreement, except taxes based on Service Provider's net income.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

For the purpose of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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: (a) is or becomes generally known to the public through no breach of this Agreement by the receiving party; (b) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives prompt notice to the disclosing party to allow for protective measures.

The receiving party shall: (i) protect the disclosing party's Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those set forth herein.

The parties acknowledge that a breach of this confidentiality provision could cause irreparable harm for which monetary damages may be an insufficient remedy; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

Notices

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