Business Document Not Final

BUSINESS DOCUMENT NOT FINAL

Notice: This Business Document Not Final is presented for negotiation and review only. The parties do not intend this document to be a binding agreement until a final version is executed by authorized representatives of both parties. Any terms here are subject to modification and final approval as stated in the Term and Termination section below.

Parties

Effective Date:

WHEREAS

WHEREAS, Client Name: desires to engage Service Provider Name: to perform certain business services; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described herein and is willing to provide such services on the terms set forth in this document.

Scope of Work

The Service Provider shall perform the services and deliverables described below. The parties acknowledge that this description is subject to refinement prior to final execution.

Payment Terms

The Client shall compensate the Service Provider in accordance with the following terms. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: If any undisputed amount is not paid when due, Client shall pay interest on the past-due amount at the lesser of (a) % per month (annualized) or (b) the maximum rate permitted by law. In addition, a late fee of the greater of or the accrued interest may be assessed. Client agrees to reimburse Service Provider for reasonable costs of collection, including attorneys' fees, if applicable.

Term and Termination

This agreement shall commence on the Start Date and shall continue until the End Date or until earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this agreement for convenience upon written notice to the other party at least days in advance. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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 excludes information that: (a) is or becomes publicly available without breach of this agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information.

Each receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon request, the receiving party shall return or certify destruction of Confidential Information, except to the extent retention is required by law or internal document retention policies.

The confidentiality obligations shall survive termination of this agreement for a period of years. The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate and agree that the disclosing party may seek injunctive relief in addition to other remedies.

Governing Law and Dispute Resolution

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 shall first attempt to resolve any dispute arising out of or relating to this agreement through good faith negotiations. If negotiations fail, the parties may pursue any available legal or equitable remedies in the courts of competent jurisdiction in the selected state.

Entire Agreement; Amendments

This document, together with any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. Any amendment or modification to this agreement must be in writing and executed by authorized representatives of both parties.

Notices

All notices required or permitted under this agreement shall be in writing and delivered to the addresses below by certified mail, courier, or electronic delivery with confirmation.

Miscellaneous

Assignment: Neither party may assign or delegate this agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor by operation of law with notice to Client.

Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the maximum extent permitted by law to reflect the parties' intent.

Waiver: The failure of either party to enforce any right or remedy shall not constitute a waiver of such right or remedy or any other right or remedy.

Sign Now