Business Document Jacobs

BUSINESS DOCUMENT JACOBS

This Business Agreement (the Agreement) is entered into as of the Effective Date below by and between Client Name: and Service Provider Name: . Effective Date:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business services and deliverables described herein, and Service Provider has the expertise, personnel and resources to perform such services on the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client and the manner in which Client will compensate Service Provider for such services.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. The parties agree that the scope may be modified only by a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in consideration of the services performed. Unless otherwise stated, all amounts are payable in United States dollars.

If any undisputed amount is not paid when due, Client shall pay interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law. The parties agree that a one-time late charge of or per month (as chosen) may apply to overdue sums.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until terminated in accordance with this section.

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and shall not use or disclose Confidential Information of the other party (the Disclosing Party) except as necessary to perform under this Agreement. "Confidential Information" means nonpublic information disclosed in oral, written or electronic form 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 available to the public other than by a breach of this Agreement; (b) was known by the Receiving Party prior to disclosure without obligation of confidentiality; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party shall use at least reasonable care to protect Confidential Information and shall limit access to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Obligations under this section survive termination for a period of three (3) years, except that trade secrets remain protected for as long as they qualify as trade secret under applicable law.

By checking this box, the signatory acknowledges receipt of and obligation to protect Confidential Information as set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No modification of this Agreement will be effective unless signed by both parties.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and not an employee, partner or agent of Client. Each party represents and warrants that it has the authority to enter into this Agreement. The obligations and remedies set forth are cumulative and do not preclude any other remedies available at law or in equity.

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