Business Document SN Document

BUSINESS DOCUMENT SN DOCUMENT

This Business Document SN Document (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client Name: seeks to obtain certain business services as described in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the experience and capability to perform such services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the performance, payment, confidentiality and termination of the services to be provided.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree the essential tasks, deliverables and performance milestones are:

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Service Provider the following amounts under the following schedule. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Client shall pay undisputed invoices within the stated invoice due period. Where any undisputed sum remains unpaid after such period, Service Provider may suspend performance after giving ten (10) days' written notice of intent to suspend, and shall be entitled to recover costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may also terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and Client shall pay for services performed and reasonable close-out costs through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party in connection with this Agreement, whether disclosed orally, visually, or in writing. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted herein; and (c) use such Confidential Information only for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those contained herein.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including any attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that either party may assign this Agreement without such consent to a successor by merger or sale of substantially all of its assets.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing by either party in accordance with this paragraph. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail, or one (1) day after delivery by a nationally recognized overnight courier service.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

SIGNATURES

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