Business Document Sign and Return

Business Document Sign and Return

Effective Date:

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client seeks to engage Service Provider to perform certain professional services as described herein; and

WHEREAS, Service Provider represents that it has the necessary skill, personnel and resources to perform the services in a professional and timely manner; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Service Provider shall perform the services, deliverables and milestones as set forth below. The parties acknowledge that any material change to the scope shall be agreed in writing and may affect fees and schedule.

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the performance of the Scope of Work.

If any undisputed amount is not paid when due, Client shall pay interest at the rate specified above and reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date and shall continue until End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate for material breach if such breach remains uncured for the notice period specified above. Termination shall not relieve Client of payment obligations for services performed and costs incurred prior to termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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.

Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information except to its employees, subcontractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Disclosure required by law is permitted only after prompt notice and reasonable cooperation to seek protective relief.

Representations; Warranties; Liability

Each party represents that it has full authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" AND DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon receipt.

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.

Entire Agreement

This Agreement, including any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall have the same force and effect as original signatures.

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