Business Document JDF

BUSINESS DOCUMENT JDF

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

Recitals

WHEREAS, Client Name: requires certain business services and desires to engage Service Provider to perform such services on the terms set forth herein;

WHEREAS, Service Provider Name: represents that it has the experience, expertise and capacity to perform the services described in this Agreement;

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide such services and Client will compensate Service Provider for performance.

Scope of Work

Service Provider shall perform the services described below and any ancillary tasks reasonably necessary for completion. The services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

As full and timely compensation for the services rendered, Client shall pay Service Provider the following amounts and on the following schedule.

Late payments shall bear interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable, documented collection costs and attorney fees incurred to collect overdue amounts.

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 material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Recipient") acknowledges that during performance of this Agreement it may receive or have access to confidential and proprietary information of the other party (the "Discloser"). Recipient shall (a) hold such confidential information in strict confidence, (b) not disclose such information to any third party except as expressly permitted in this Agreement, and (c) use such information solely to perform its obligations under this Agreement. Confidential information does not include information which is (i) in the public domain through no fault of the Recipient, (ii) rightfully received from a third party without restriction, or (iii) independently developed by the Recipient without reference to the Discloser's confidential information. Disclosure compelled by law is permitted only after Recipient provides prompt written notice to Discloser and cooperates in any lawful effort to limit or contest such disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to its rules on conflict of laws. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes arising from this Agreement.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other breach.

Notices: Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice to the other.

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