Business Document Signed Builder

BUSINESS DOCUMENT SIGNED BUILDER

Parties

Client Name:

Contractor Name:

Effective Date:

Recitals

WHEREAS, Client desires to retain Contractor to perform certain services as set forth in this Agreement and Contractor represents that Contractor has the expertise, personnel and resources necessary to perform such services in a professional and timely manner; and

WHEREAS, Contractor agrees to perform the services for Client pursuant to the terms and conditions contained in this Agreement and in accordance with the Scope of Work described below; and

WHEREAS, the parties intend for this Agreement to set forth their entire understanding with respect to the subject matter hereof.

Scope of Work

Deliverables and acceptance criteria shall be as set forth above and, unless otherwise agreed in writing, Contractor shall use commercially reasonable efforts to meet any mutually agreed milestones and delivery dates.

Payment Terms

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at % per month (or the maximum rate permitted by law), plus reasonable collection costs.

Term and Termination

Term Commencement Date: . Term Expiration Date:

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

Upon termination, Client shall pay Contractor for all services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable obligations incurred by Contractor in connection with the work.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, 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.

Obligations: Receiving party shall (i) use Confidential Information only to perform its obligations hereunder, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Exclusions: Confidential Information does not include information that is (a) publicly available through no fault of receiving party, (b) already in receiving party's lawful possession prior to disclosure, (c) rightfully obtained from a third party without breach of any obligation of confidentiality, or (d) independently developed by receiving party without use of Confidential Information.

Survival: The confidentiality obligations shall survive termination of this Agreement for years.

Liability; Indemnification

Indemnification: Contractor shall indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts or willful misconduct in the performance of the services.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total amounts paid or payable to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Governing Law; Dispute Resolution

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 shall first seek to resolve any dispute through good faith negotiation. If the dispute is not resolved within forty-five (45) days, the dispute may be submitted to binding arbitration in the designated state unless the parties mutually agree otherwise.

Entire Agreement; Amendment

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

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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

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