Business Document Kiedel

BUSINESS DOCUMENT KIEDEL

Effective Date:

Recitals

WHEREAS, Client Name: desires to procure certain services described herein; and

WHEREAS, Vendor Name: represents that it has the experience, personnel, and capacity to perform those services on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:

Scope of Work

Vendor shall perform the services described below in accordance with the standards of care customarily exercised by professionals performing similar services in the industry.

Payment Terms

Total Contract Price:

Late Payment Fee: . In addition to any late fee, interest accrues at the agreed rate and Vendor may suspend performance for amounts overdue more than the notice period specified in this Agreement.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach which remains uncured for 30 days after written notice of such breach. Termination does not relieve either Party of obligations accrued prior to termination.

Upon termination, Vendor shall deliver to Client all work product, invoices for work performed through the termination date, and any Client property in Vendor's possession. Client will pay for all undisputed services performed through the effective date of termination in accordance with the Payment Terms.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information provided by one Party to the other, whether disclosed orally, in writing, or by inspection, and includes but is not limited to business plans, financial information, pricing, trade secrets, customer lists, technical information, and any information marked confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by disclosure in violation of this Agreement; (ii) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (iii) was obtained by the receiving Party without restriction from a third party having the right to disclose; or (iv) was independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information. Upon termination or written request, the receiving Party shall return or destroy Confidential Information as directed by the disclosing Party and certify in writing that such action has been completed.

Representations; Remedies

Each Party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The Parties agree that monetary damages may be inadequate to remedy certain breaches of the Confidentiality or intellectual property provisions and that the non-breaching Party shall be entitled to seek injunctive relief in addition to any other available remedies.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising out of or related to this Agreement.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

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 either Party may designate by written notice to the other. Notices are effective upon personal delivery, three business days after deposit in the mail by certified mail, or one business day after delivery by reputable overnight courier.

Miscellaneous Provisions

Assignment: Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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