Business Document Lopez

BUSINESS DOCUMENT LOPEZ

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider has the experience, qualifications, and capacity to perform such services on the terms set forth in this Agreement; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for the services described in the Scope of Work according to the following schedule and terms:

Overdue amounts shall bear a late fee of and interest at the rate of compounded monthly until paid in full. The late fee and interest are cumulative and do not limit any other remedies available to Service Provider.

TERM AND TERMINATION

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

Start Date:    End Date:

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 after receiving written notice. Termination shall not relieve Client of its obligation to pay for services performed and costs reasonably incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in oral, written, electronic, or other tangible 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 includes, without limitation, business plans, pricing, financial information, customer lists, technical data, trade secrets, and software.

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 employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality do not apply to information that is publicly known through no fault of the receiving party, already known by the receiving party prior to disclosure, or independently developed by the receiving party without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Any notices required under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any right shall not operate as a waiver of such right.

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