Business Document Paperwork Fix

BUSINESS DOCUMENT PAPERWORK FIX AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, the Service Provider is engaged in the business of reviewing, correcting, preparing and otherwise remediating business paperwork, records and related documentation to bring such paperwork into compliance with the Client's operational, contractual and regulatory requirements; and

WHEREAS, the Client desires to retain the Service Provider to perform specified paperwork correction, organization and remediation services as set forth herein, and the Service Provider agrees to perform such services under the terms and conditions of this Agreement;

WHEREAS, the parties intend that this Agreement set forth the full scope of the Service Provider's obligations, the Client's payment obligations, confidentiality protections and the terms upon which the parties may terminate this engagement.

Scope of Work

The Service Provider shall perform paperwork correction, organization, preparation and related administrative tasks described below. Deliverables shall be provided in the format and to the specifications set forth by the Client in writing. The Service Provider will maintain records of changes made and provide such records to the Client upon request.

Acceptance: The Client shall have calendar days from delivery of each deliverable to review and either (i) accept the deliverable in writing, or (ii) provide written notice of deficiencies specifying reasonably detailed corrective actions. The Service Provider will complete reasonable corrections within a commercially reasonable timeframe as agreed by the parties.

Payment Terms

In consideration for the services described herein, the Client shall pay the Service Provider as follows.

Late Payment: Invoices not paid within days of invoice date shall incur a late fee equal to the greater of (a) % per month on the unpaid balance, or (b) $ flat fee. Costs of collection, including reasonable attorney fees, shall be recoverable by the prevailing party.

Term and Termination

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

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 14 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, the Client shall pay the Service Provider for all services performed and work in progress through the effective date of termination, including any reasonable wind-down costs. The Service Provider shall deliver to the Client all completed work and work in progress for which payment has been made or is due.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party to the other party, in any form, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party agrees (i) to use Confidential Information solely to perform its obligations under this Agreement, (ii) to 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, and (iii) not to disclose Confidential Information to any third party except to employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (b) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party, (c) is received from a third party without breach of any obligation owed to the disclosing party, or (d) is independently developed by the receiving party.

Intellectual Property and Records

Pre-existing Materials: Each party retains ownership of its pre-existing materials. Work Product: Subject to Client's timely payment in accordance with this Agreement, the Service Provider assigns to the Client all right, title and interest in and to completed deliverables specifically created for the Client under this Agreement, excluding Service Provider's tools, templates and methodologies, which remain the Service Provider's sole property.

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 conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute is not resolved within 30 days, either party may pursue any available legal or equitable remedies.

Representations; Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Entire Agreement; Amendments

This Agreement (including all schedules and attachments) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations 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 under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices are effective upon receipt.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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