Business Document Level 13

BUSINESS DOCUMENT LEVEL 13

Parties

Recitals

WHEREAS, Service Provider is duly organized and qualified to provide the services described in this Agreement and has represented that it has the qualifications, experience, and ability to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth herein, and Service Provider agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the terms of their engagement be set forth in a written agreement effective as of (the Effective Date).

Scope of Work

Service Provider shall provide the services, deliverables, and performance described below. Service Provider will perform the work in a professional and workmanlike manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

In consideration for the services performed by Service Provider, Client shall pay Service Provider the total compensation specified below and shall make payments in accordance with the schedule and conditions set forth.

Payments are due within days of invoice unless otherwise agreed in writing. Late payments will bear interest as set forth below.

If Client fails to pay any amount when due, Service Provider may suspend performance until all overdue amounts (including interest and collection costs) are paid. All amounts payable under this Agreement are exclusive of taxes, which Client shall pay in addition to amounts due hereunder unless Client provides a valid exemption certificate.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other 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 includes, without limitation, business plans, technical data, trade secrets, financial information, and client lists.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein. The obligations of confidentiality shall not apply to information that (i) is or becomes generally available to the public other than through breach of this Agreement, (ii) was known to the receiving party prior to disclosure as evidenced by written records, or (iii) is required to be disclosed by law, provided that the receiving party gives the disclosing party prompt written notice and cooperates reasonably to limit disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any losses, liabilities, damages, and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other shall exceed the total compensation actually paid under this Agreement during the twelve (12) months preceding the claim.

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 laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or addenda expressly incorporated herein, constitutes the entire understanding between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, discussions, and understandings, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

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