Business Document ID

BUSINESS DOCUMENT ID

RECITALS

WHEREAS, Company Name: is engaged in lawful business and requires the services described herein;

WHEREAS, Contractor Name: has represented that it has the expertise and capacity to perform such services under the terms set forth below;

WHEREAS, the parties desire to record the Business Document ID and associated obligations in this Agreement for identification and administrative purposes.

SCOPE OF WORK

The Contractor shall perform the services specified above in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones, and any required project documentation shall be as set forth in the Scope of Work and any attachments incorporated by reference into this Agreement.

PAYMENT TERMS

Invoices shall be issued by the Contractor in accordance with the Payment Schedule. Unless otherwise agreed in writing, payment is due net days from receipt of invoice. All payments shall be made in lawful currency and are exclusive of taxes unless otherwise stated.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum lawful rate if less), computed monthly, plus all reasonable collection costs incurred by the unpaid party.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. In addition, either party may terminate immediately for material breach if such breach is not cured within 15 days of written notice specifying the breach.

Upon termination, the Contractor shall deliver all completed work and invoices for all work performed through the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination nor obligations stated to survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, product designs, customer lists, and trade secrets.

Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information for any purpose other than performing obligations under this Agreement. The foregoing obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law, provided that the receiving party provides prior notice to the disclosing party to the extent permitted.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW AND DISPUTE RESOLUTION

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

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating to the subject matter hereof.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

Severability: 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 or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

NOTICES

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