Business Document Sent

BUSINESS DOCUMENT SENT

This Business Document Sent Agreement (the Agreement) is made effective as of by and between:

Sender Name:    Sender Address:

Recipient Name:    Recipient Address:

WHEREAS

WHEREAS, Sender has prepared and is transmitting to Recipient a business document identified as (the Document) for Recipient's review and use; and

WHEREAS, the parties desire to record the terms under which the Document is delivered, the responsibilities of each party with respect to the Document, and certain confidentiality and payment terms related to the Document.

WHEREAS, the Document was transmitted on by the following method(s):

Email    Courier    Electronic Transmission    Other:

SCOPE OF WORK

The Document transmitted and related services to be performed by Sender and/or Recipient are described below. Recipient acknowledges receipt of the Document and agrees to the uses and limitations set forth herein.

PAYMENT TERMS

In consideration for services performed and for delivery of the Document, Recipient will pay Sender as follows.

Overdue amounts shall accrue interest at the rate of per month, or the maximum rate permitted by law, whichever is less. Recipient shall also pay reasonable collection costs and attorneys' fees incurred by Sender in enforcing payment.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within days after written notice of the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with the Document that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence and not disclose it to third parties except as permitted; (b) use the Confidential Information solely to evaluate and perform the activities described in the Scope of Work; and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is publicly known through no fault of the Receiving Party, already known to the Receiving Party prior to disclosure as evidenced by written records, or lawfully obtained from a third party without restriction.

The obligations in this section shall continue for after termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for so long as the information qualifies as a trade secret under applicable law.

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 law principles. Exclusive venue for any action relating to this Agreement shall be the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and the Document as referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

NOTICES

Notices shall be sent to the addresses above or to any other address a party designates in writing in accordance with this section. Notices sent by email shall be effective upon confirmed transmission if sent during regular business hours.

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