Business Document Parchment

Business Document Parchment

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

Recitals

WHEREAS, Client requires certain services and deliverables as set forth in this Agreement and desires to engage Provider to perform such services under the terms and conditions contained herein; and

WHEREAS, Provider represents that it has the necessary experience, skills and personnel to perform the services described in this Agreement and will perform such services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties intend by this instrument to set forth the terms, conditions and consideration for the performance of such services and for the protection of confidential information disclosed in furtherance of the relationship.

Scope of Work

Provider shall perform the services and deliverables described below. Provider shall use commercially reasonable efforts to meet any schedule or milestone agreed between the parties.

Payment Terms

Compensation: Client shall pay Provider the total amount of (USD) in accordance with the payment schedule below. All amounts are exclusive of taxes unless otherwise stated.

Invoicing: Provider shall submit invoices to Client. Invoices are payable within days from the invoice date, unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses with its own confidential information but no less than reasonable care, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) 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.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no wrongful act of Receiving Party, was lawfully in Receiving Party's possession prior to disclosure, is independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or is required to be disclosed by law provided that Receiving Party gives prompt notice to Disclosing Party to seek protective measures.

Survival: The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Representations; Independent Contractor

Each party represents that it has the full power and authority to enter into and perform this Agreement. Provider shall perform all services as an independent contractor and nothing in this Agreement shall create any partnership, joint venture, agency or employment relationship between the parties.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in the county or judicial district where the governing state has jurisdiction, and each party consents to venue and personal jurisdiction in such courts.

Entire Agreement; Amendments

This Agreement, together with any attached exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

Remedies: Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement 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.

Authority: Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that such party shall be bound by the terms hereof.

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