Business Document P182833

Business Document P182833

Parties and Recitals

Party A Name:    Address:

Party B Name:    Address:

Effective Date:

WHEREAS, Party A is engaged in the business of providing professional services and has the capacity and experience to perform the services described herein; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Party A shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material change to the scope of services must be agreed in writing by authorized representatives of both parties.

Payment Terms

Invoices shall be issued in accordance with the payment schedule above. Payment is due within days of invoice receipt. Overdue amounts shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. The prevailing party in any action to collect overdue amounts shall be entitled to recover reasonable attorneys' fees and costs.

Term and Termination

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve either party of liabilities accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own similar 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 personnel or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. The obligations in this Section shall survive termination for a period of years, except with respect to trade secrets which shall be protected for as long as the information qualifies as a trade secret.

Representations; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS.

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 shall attempt in good faith to resolve disputes through negotiation. If negotiations fail, disputes shall be resolved by binding arbitration conducted in accordance with the commercial arbitration rules commonly used in the United States, with the seat of arbitration in the county where the governing state capital is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any written exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be 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 contact information below by hand, certified mail, or nationally recognized courier service. Notices shall be deemed given upon receipt.

Additional Provisions

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original economic intent.

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