Business Document Richmond Document

BUSINESS DOCUMENT RICHMOND DOCUMENT

Parties and Recitals

This Business Document Richmond Document ("Agreement") is entered into as of between:

Client Name:

Client Address:

Contractor Name:

Contractor Address:

WHEREAS, Client desires to engage Contractor to perform certain services set forth herein and Contractor represents it has the experience and capability to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend to set forth the scope, payment terms, confidentiality obligations, and other contractual provisions governing the engagement; and

WHEREAS, this Agreement constitutes the full understanding between the parties with respect to the subject matter herein and supersedes all prior discussions, proposals, and representations.

Scope of Work

Contractor shall provide the services described below in a professional and workmanlike manner consistent with industry standards. The description of services, deliverables, and milestones are:

Any change to the Scope of Work that materially alters cost, schedule, or deliverables shall be documented in a written change order signed by authorized representatives of both parties prior to commencement of the changed work.

Payment Terms

Compensation for services under this Agreement shall be as follows:

Late payments shall accrue interest at the lesser of:

In addition to interest, the non-prevailing party shall be responsible for reasonable costs of collection, including attorneys' fees if collection requires legal action.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work and invoices for services rendered through the termination date, and Client shall pay Contractor for such work in accordance with the Payment Terms.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other 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, including but not limited to business plans, customer lists, financial information, trade secrets, and technical data.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party except as permitted in this Agreement; and (c) to use Confidential Information solely to perform its obligations under this Agreement. Each party will take reasonable measures to protect Confidential Information from unauthorized disclosure no less than the measures it uses to protect its own confidential information.

The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the disclosing party and cooperates in seeking confidential treatment.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Monetary damages may be inadequate to remedy a breach of this provision; accordingly, the parties agree that injunctive relief is an appropriate remedy in addition to any other remedies available at law or in equity.

Representations and Warranties; 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 warrants that the services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

Neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages arising out of or related to this Agreement, regardless of the form of action, even if advised of the possibility of such damages. The parties' aggregate liability for direct damages arising out of this Agreement shall not exceed the total fees paid or payable to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws rules. The parties agree to seek in good faith to resolve disputes promptly by negotiation between executive representatives. If the parties are unable to resolve a dispute through negotiation within thirty (30) days, either party may pursue any available remedies in a court of competent jurisdiction located in the Commonwealth of Virginia.

Entire Agreement; Amendment

This Agreement, including any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate in writing.

Additional Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

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