Business Document Northmelb

BUSINESS DOCUMENT NORTHMELB

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider represents that it has the experience, personnel and resources necessary to perform such services under the terms of this Agreement effective as of (the Effective Date).

WHEREAS, Service Provider will perform services for Client in accordance with the Scope of Work and Payment Terms set forth below, and both parties wish to record their agreement in writing.

WHEREAS, the parties intend by this Agreement to allocate risk, payment obligations and confidentiality responsibilities between them.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. The Scope of Work may be amended only by written agreement signed by authorized representatives of both parties.

Payment Terms

In consideration for the services performed, Client shall pay Service Provider the fees set forth below. All fees are exclusive of taxes unless otherwise stated.

If any undisputed invoice remains unpaid beyond the Payment Due period, interest shall accrue at the rate set forth above or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including legal fees, for overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public, proprietary information disclosed by one party to the other in connection with this Agreement, including business plans, pricing, trade secrets, technical data and customer information. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (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, provided the receiving party gives prompt written notice and limits disclosure to the extent possible.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and shall not use Confidential Information except to perform its obligations under this Agreement. The parties' confidentiality obligations shall survive termination for a period of years.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with customary industry standards. Except as expressly provided, all other warranties are excluded to the fullest extent permitted by law.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law, subject to limitations of liability agreed by the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including any exhibits and written addenda signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements, proposals or communications. No amendment shall be effective unless executed in writing by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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