Business Document ROMIE Document

BUSINESS DOCUMENT ROMIE DOCUMENT

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

WHEREAS

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

WHEREAS, Provider has represented that it possesses the professional expertise, personnel, and resources necessary to perform the services described in this Agreement and is willing to perform such services in accordance with the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Scope of Work

2. Payment Terms

2.1 Contract Sum: Client shall pay Provider a total fee of (the "Contract Sum"), subject to adjustments for changes in Scope of Work agreed in writing.

2.2 Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at a rate of per month, compounded monthly, or the maximum rate permitted by law, whichever is lower.

3. Term and Termination

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

3.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

3.3 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 thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

4.1 Definition: "Confidential Information" means all non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether written, oral, electronic, or tangible, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations: The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except to those employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

4.3 Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates, at the Disclosing Party's expense, in seeking a protective order or other limitation on disclosure.

5. Governing Law

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.

6. Notices

Notices shall be in writing and shall be deemed given upon personal delivery, upon confirmed delivery by overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered, to the addresses provided above or to such other address as a party may designate by notice in accordance with this Section.

7. Miscellaneous

7.1 Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship between the parties.

7.2 Assignment: Neither party may assign or delegate its rights or obligations under 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 of its assets.

7.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

8. Entire Agreement

This Agreement, including any attachments or 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, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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