Business Document Main Leaf

BUSINESS DOCUMENT MAIN LEAF

Document ID:    Effective Date:

Parties

First Party (Service Provider) Name:

Second Party (Client) Name:

WHEREAS

WHEREAS, First Party provides professional services in the ordinary course of its business and possesses the expertise, personnel and resources necessary to perform the work described herein; and

WHEREAS, Second Party desires to engage First Party to perform the services described below on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Payment Terms

Total Fee:    Currency:

Payments Due: Net days from invoice date.

Late Payment Fee: . Late fees shall accrue from the invoice due date until paid in full and may be applied in addition to other remedies.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Agreement for convenience upon giving days' prior written notice to the other Party. Termination for material breach by either Party shall be effective upon written notice if the breach is not cured within 30 days after receipt of notice describing the breach.

Confidentiality

Each Party acknowledges that during performance under this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential. Each Party agrees to (a) maintain the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use such Confidential Information solely to exercise rights and perform obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except as permitted below.

Permitted disclosures: disclosure is allowed to a Party's employees, contractors or advisors with a need to know who are subject to confidentiality obligations no less protective than those herein, or as required by applicable law, provided the disclosing Party, where lawful, gives prior notice to the other Party and limits the disclosure to the legally compelled portion.

Mutual confidentiality (both Parties bound)    Unilateral confidentiality (only recipient bound)

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals, negotiations and understandings between the Parties relating thereto. Any amendment must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

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 or default shall not constitute a waiver of any other right or subsequent breach.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets if the assignee assumes the assigning Party's obligations hereunder.

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