Business Document Template Update

BUSINESS DOCUMENT TEMPLATE UPDATE

Parties and Recitals

This Business Document Template Update (the "Agreement") is entered into by and between Company Name: and Counterparty Name: .

WHEREAS, Company has engaged Counterparty to perform certain business services and the parties desire to update and standardize the template documents that govern their relationship; and

WHEREAS, the parties intend for this Agreement to define the revised scope, payment arrangements, confidentiality protections, and other commercial terms that will apply to future work governed by the updated template; and

WHEREAS, the parties agree that the effective date of this update shall be Effective Date: .

Scope of Work

The parties agree that the template update shall apply to the following categories of services. The parties may incorporate this updated template into new or existing statements of work as expressly set forth below.

Payment Terms

The parties agree that all fees and expenses for services performed under the updated template shall be governed by the following terms.

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. In addition, the non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

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 convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate 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, the parties shall promptly settle all outstanding payments for work performed through the effective date of termination and shall return or destroy Confidential Information as provided herein.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by one party to the other 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, including business plans, technical data, pricing, customer lists and templates.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice and seeks a protective order or other appropriate remedy.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other.

Governing Law; Dispute Resolution

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 agree to attempt to resolve disputes through good faith negotiation prior to initiating formal litigation; absent resolution, either party may seek relief in a court of competent jurisdiction in the selected state.

Entire Agreement; Amendment

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral.

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

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of its assets or equity, provided the assignee agrees in writing to be bound by the terms of this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

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