Business Document P

BUSINESS DOCUMENT P

This Business Document P (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to perform the professional services described in this Agreement and Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in a competent and timely manner;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the Scope of Work and Client will compensate Service Provider as set forth in this Agreement;

WHEREAS, the parties intend that Service Provider perform as an independent contractor and not as an employee of Client, subject to the terms below concerning confidentiality, payment, termination, and governing law.

SCOPE OF WORK

Service Provider shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards. Service Provider shall obtain and maintain all required licenses, permits, and authorizations necessary to perform the services, and shall comply with all applicable laws and regulations in the performance of its obligations.

PAYMENT TERMS

Client shall pay Service Provider the total amount of $ for the services described in the Scope of Work, subject to the schedule and conditions below.

Invoices are due and payable within days of receipt. Overdue amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), compounded monthly. Client shall be responsible for reasonable collection costs, including attorneys' fees, on overdue balances.

TERM AND TERMINATION

The term of 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 convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 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 through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each party shall (i) hold Confidential Information of the other party in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or is rightfully obtained from a third party without restriction.

The obligations of confidentiality shall survive termination of this Agreement for the period specified above and as otherwise required by law. If the receiving party is compelled to disclose Confidential Information by law or valid process, it shall provide the disclosing party prompt written notice and cooperate in any reasonable effort to obtain protective relief.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written 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 agreements, proposals, and communications, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, joint venture, partnership, or agency between the parties. Service Provider shall be responsible for all taxes and withholdings applicable to its personnel.

Limitation of Liability: Except for willful misconduct or gross negligence, in no event shall either party be liable for consequential, incidental, special, or punitive damages arising out of or related to this Agreement, and each party's aggregate liability shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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 designates by written notice. Notices shall be deemed given on delivery if delivered personally, on the next business day if sent by overnight courier, or three (3) business days after mailing by certified mail.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

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