Business Document P182793

Business Document P182793

RECITALS

WHEREAS, Client Name: is engaged in the business described in the Scope of Work; and

WHEREAS, Contractor Name: possesses expertise and resources to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Client and receive payment therefor.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Contractor shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall require the prior written approval of both parties and, where applicable, an executed written amendment to this Agreement.

2. PAYMENT TERMS

Total Compensation: $ (the "Fees"), payable in accordance with the schedule below.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at a rate of per month, or the maximum rate permitted by law, whichever is less. In addition to such interest, the prevailing party shall be entitled to recover reasonable collection costs and attorneys' fees incurred in enforcing payment.

3. TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing the other party with not less than days' prior written notice. Either party may terminate this Agreement immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services performed and reimbursable expenses incurred up to the effective date of termination. Contractor shall deliver to Client all work in progress, deliverables, and any Client property in Contractor's possession.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party to the other, whether written, oral, electronic or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party agrees (a) to hold the other party's Confidential Information in strict confidence, (b) not to disclose such Confidential Information to any third party except to employees, agents, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein, and (c) not to use such Confidential Information for any purpose other than the performance of this Agreement. These obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in the receiving party's lawful possession prior to receipt without restriction, (iii) is independently developed without use of or reference to the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or order of a court or other governmental authority, provided that the receiving party gives prompt written notice to the disclosing party and cooperates reasonably with efforts to limit disclosure or obtain a protective order.

5. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor specifically warrants that services will be performed in a professional manner consistent with applicable industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the parties at their respective addresses set forth below (or to such other address that a party may designate by providing written notice in accordance with this section).

7. 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 any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all schedules, exhibits and attachments hereto) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

9. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

10. EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be treated as original signatures for all purposes.

Sign Now