Business Document LeyRd1

Business Document LeyRd1

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services and has the capacity and authority to retain Party B; and

WHEREAS, Party B is qualified to perform the services described in this Agreement and represents that it has the necessary personnel, expertise, and licenses to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Party B will perform the services for Party A as set forth below.

Scope of Work

Party B shall perform the services and deliverables described below. The services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the performance of the Scope of Work, Party A shall pay Party B according to the schedule and amounts set forth below. All monetary amounts are stated in U.S. dollars unless otherwise specified.

Overdue payments shall accrue interest at a rate of % per month (or the maximum permitted by law), plus reasonable collection costs. Minimum late fee: $

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination for convenience, Party B shall be entitled to payment for services performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice in the event of a material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination for cause does not limit either party's right to seek damages or other remedies at law or in equity.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided that the Receiving Party, to the extent permitted by law, gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate remedy.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Party B further represents that the services will be performed in a professional and workmanlike manner in accordance with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all third-party claims, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for liability arising from a party's willful misconduct or indemnification obligations, neither party shall be liable for any consequential, incidental, special or punitive damages.

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.

Entire Agreement

This Agreement, including any attachments and written amendments executed by the parties, 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. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or a change of control.

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