Business Document Saturn Document

BUSINESS DOCUMENT SATURN DOCUMENT

This Business Document Saturn Document (the "Agreement") is entered into as of by and between Client Name: located at ("Client"), and Service Provider Name: located at ("Provider").

RECITALS

WHEREAS, Provider possesses expertise and capacity to perform the professional services described herein and is willing to provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, Client desires to engage Provider to perform such services and Provider desires to accept such engagement subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any changes to the scope of work that materially affect cost or schedule shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

All amounts payable under this Agreement are exclusive of taxes. Client shall pay Provider all undisputed invoices within the time period specified above. In the event of late payment, Provider may assess the agreed late fee on outstanding balances and suspend services upon ten (10) days' written notice if payment remains delinquent.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience by providing the other party with the notice period specified above. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after written notice of such breach. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

GOVERNING LAW

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

This Agreement, together with any exhibits or amendments executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral, relating to the subject matter hereof. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS; INDEMNITY

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider represents that its services will be performed in a professional manner consistent with industry standards. Client agrees to indemnify and hold Provider harmless from and against any third-party claims arising from Client-provided materials, Client's negligence, or Client's breach of this Agreement, except to the extent such claims are caused by Provider's gross negligence or willful misconduct.

NOTICES

Sign Now