Business Document On-Dem

BUSINESS DOCUMENT ON-DEM

Parties

This Agreement is entered into by and between Client Name: with principal business address:

and Service Provider Name: with principal business address:

Recitals

WHEREAS, Client desires to retain Provider to perform on-demand business services as described herein, and Provider has represented that it has the expertise, personnel, equipment and resources to perform such services in a professional manner;

WHEREAS, the parties wish to set forth the terms and conditions governing Provider’s performance, compensation for services, confidentiality and other obligations;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described below (the "Services"). Provider will deliver Services in accordance with the specifications, timelines and standards agreed in writing by the parties.

Payment Terms

Client shall pay Provider the fees set forth below for the Services. All amounts are payable in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate specified above from the date due until paid. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, for amounts past due.

Term; Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within Notice Period: days after receipt of written notice specifying the breach.

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for Services delivered and accepted prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in oral, written or electronic form that is marked 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, customer lists, pricing, financial information, technical data and trade secrets.

The Receiving Party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use Confidential Information for any purpose except to perform its obligations or exercise its rights under this Agreement; and (iii) 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 contained herein.

The obligations in this Section shall not apply to information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party and cooperate to seek a protective order or other appropriate remedy.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, or for trade secrets for so long as such information remains a trade secret under applicable law.

Representations; Independent Contractor; Indemnification

Each party represents that it has the full corporate power and authority to enter into and perform its obligations under this Agreement. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider’s negligent acts or omissions, willful misconduct, or breach of applicable law in performing the Services, except to the extent caused by Client’s gross negligence or willful misconduct.

Governing Law; 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 law principles. The parties agree that any dispute arising from or related to this Agreement shall be resolved by binding arbitration if both parties so elect in writing; otherwise, the parties submit to the exclusive jurisdiction of the courts located in the chosen state.

Entire Agreement; Amendments

This Agreement, together with any exhibits, attachments and written statements of work 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 and communications, whether oral or written.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Section. Notices are effective upon personal delivery, overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by a party in exercising any right shall operate as a waiver of that right unless expressly set forth in a signed writing.

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