Business Document Starburst

Business Document Starburst

Parties

Recitals

WHEREAS, Provider: possesses expertise, personnel and resources to perform the services described herein; and

WHEREAS, Client: desires to retain Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties agree that this Agreement shall become effective on the Effective Date: .

Scope of Work

Provider will perform the services and deliverables described below in a professional manner consistent with industry standards. The parties acknowledge that the listed tasks are the primary obligations but not an exhaustive list of ancillary activities necessary to accomplish the deliverables.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Unpaid amounts shall bear interest at the lesser of (a) % per month compounded monthly, or (b) the maximum rate permitted by law. In addition, a one-time late fee of $ may be assessed for invoices past due more than days.

All payments shall be remitted in lawful currency to the Provider's designated account or by other method agreed in writing. Client is responsible for any bank or transfer fees unless otherwise agreed.

Term and Termination

Term: This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon written notice delivered at least prior to the effective date of termination. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall so survive.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or in any other form, that is identified as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

Obligation: Receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees and contractors with a need to know who are bound by confidentiality obligations, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

Exceptions: Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party, or (d) required to be disclosed by law, provided the disclosing party is given prompt written notice and assistance in seeking a protective order.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be provided in a professional manner consistent with industry practice. Client shall indemnify and hold harmless Provider from third-party claims arising from Client's misuse of deliverables or breach of this Agreement, except to the extent caused by Provider's gross negligence or willful misconduct.

Governing Law and 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 agree to attempt to resolve disputes in good faith through negotiation prior to initiating litigation. Remedies at law are not exclusive; parties retain the right to seek equitable relief where appropriate.

Entire Agreement; Amendment; Assignment

Entire Agreement: This Agreement, including all attachments and exhibits incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

Amendment: Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations without the prior written consent of the other, except that Provider may assign receivables or subcontract performance provided Provider remains responsible for its obligations under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified in the Parties section or to such other address as a party may designate by written notice in accordance with this paragraph. Notice shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit with the postal service if mailed by certified mail.

Miscellaneous Provisions

Severability: If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach.

Independent Contractors: The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship.

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