Business Document RO

Business Document RO

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

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services described herein and Provider has the capacity and expertise to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, compensation, confidentiality and other matters as set forth below.

WHEREAS, the parties intend that the terms of this Agreement will govern their commercial relationship and supersede any prior oral or written agreements between them regarding the subject matter hereof.

Scope of Work

Provider shall perform the services described below and any related tasks reasonably necessary to accomplish the stated objectives. The parties acknowledge that changes to the scope shall be addressed pursuant to the Change Control procedures set forth in this Agreement.

Payment Terms

As consideration for the services, Client shall pay Provider the fees set forth below. All fees are exclusive of applicable taxes unless otherwise stated. Unless otherwise agreed in writing, payments are non-refundable.

Payments are due within days of invoice. Invoices shall be submitted by Provider upon completion of each invoiceable milestone and shall include reasonable itemization of time and expenses.

Past due amounts shall incur a late fee of per month (or the maximum permitted by law, if less). In addition to the late fee, Provider may suspend performance until payment is brought current.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and Client shall pay Provider for all services performed and non-cancellable obligations incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party, except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained in this Agreement.

Confidential Information does not include information that: (a) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (b) becomes publicly available through no fault of the Receiving Party; or (c) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality.

The parties acknowledge and agree to be bound by the confidentiality obligations set forth above.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to any deliverables created specifically for Client under this Agreement upon receipt of full payment. Provider retains ownership of any Provider pre-existing materials, methodologies and tools, and grants Client a non-exclusive, non-transferable license to such materials as incorporated within the deliverables to the extent necessary for Client's use of the deliverables.

Liability; Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of such party's gross negligence, willful misconduct or material breach of this Agreement. Except for breaches of confidentiality or indemnification obligations, neither party's liability for direct damages shall exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its 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.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all its assets.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices are effective upon personal delivery, one (1) business day after delivery to a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail.

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