Business Document Sureseal Document

BUSINESS DOCUMENT SURESEAL DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business services from Provider Name: ; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider shall perform the services described herein, commencing on the Effective Date: .

Scope of Work

Provider shall perform and deliver the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services. All fees are exclusive of taxes unless otherwise stated. Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed amounts in accordance with the payment schedule.

Any undisputed amount not paid when due shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within Cure Period (days): after receipt of written notice. Either party may terminate for convenience upon providing Notice Period (days): days written notice to the other party.

Termination shall not relieve Client of responsibility to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) was rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination for a period of three (3) years, except that trade secrets shall continue for as long as they qualify as trade secrets.

Representations, Indemnity & Limitation of Liability

Each party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations. Provider represents that services will be performed in a professional manner consistent with industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct, bodily injury, death, or a party's indemnification obligations under this Agreement, neither party's aggregate liability shall exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any Schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, understandings, and communications. No amendment, modification or waiver shall be effective unless in a writing signed by both parties.

Certifications

Each person signing below certifies that they have the authority to bind the party for which they sign and that the information provided in this Agreement is accurate. The parties acknowledge that electronic signatures shall have the same force and effect as original signatures.

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