Business Document Range

BUSINESS DOCUMENT RANGE AGREEMENT

This Business Document Range Agreement ("Agreement") is entered into as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires preparation, customization, and delivery of a defined range of business documents and related advisory support as further described in this Agreement; and

WHEREAS, Provider represents that it possesses the experience and resources necessary to produce and deliver such documents within the timeframe and specifications agreed by the parties; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will produce, deliver, and, where applicable, update the document range for Client.

SCOPE OF WORK

Provider shall prepare, customize, and deliver the business documents and related services described below. Provider shall perform the work with reasonable skill and care in accordance with industry standards.

PAYMENT TERMS

In consideration for the services and deliverables described in this Agreement, Client shall pay Provider in accordance with the terms below. All payments are exclusive of applicable taxes unless otherwise stated.

If any undisputed amount due under this Agreement is not paid within days after the invoice due date, late charges shall accrue at (or the maximum permitted by law, if less). Client shall also pay reasonable collections costs if applicable.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to termination. Upon termination for convenience Client shall pay Provider for work performed and approved expenses incurred through the date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by a party to the other party that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be understood to be confidential. Confidential Information includes without limitation templates, drafts, pricing, business plans, and Client data.

The receiving party shall: (a) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality no less protective than this Agreement; and (c) use Confidential Information only to perform obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction. The receiving party may disclose Confidential Information to comply with a valid court order or other legal requirement, provided it gives the disclosing party prompt written notice and cooperates reasonably to limit disclosure.

The obligations under this Section survive for a period of five (5) years after termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any attached schedules or exhibits and any documents incorporated by reference, 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 written or oral. No amendment or waiver shall be binding unless in writing and signed by both parties.

MISCELLANEOUS

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as either party may designate in writing).

Relationship: Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Indemnification: Each party agrees to indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, costs, and expenses arising out of its breach of this Agreement, willful misconduct, or negligence, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

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