Business Document Template Updated DTB

BUSINESS DOCUMENT TEMPLATE UPDATED DTB

Parties

Effective Date:

Recitals

WHEREAS, Client Name: desires to retain Contractor Name: to perform certain professional services as set forth herein; and

WHEREAS, Contractor represents that it has the necessary expertise, personnel and resources to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Contractor shall perform the services and deliverables described below. The Scope of Work identifies specific tasks, deliverables, milestones and acceptance criteria. Contractor shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for Contractor's performance. Unless otherwise stated, amounts are payable in U.S. Dollars and are exclusive of applicable taxes.

Invoices: Contractor shall submit invoices to Client at Client Address for Notices. Payment is due within days of invoice date unless otherwise agreed in writing.

Late Fees and Interest: Any undisputed amount not paid when due shall accrue a late charge of per month (or the maximum permitted by law) beginning after days past due. Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees.

Taxes: Client shall be responsible for any sales, use, value-added or similar taxes applicable to the payments for services, excluding taxes based on Contractor's net income.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice.

Effect of Termination: Upon termination, Client shall pay Contractor for all services performed and reasonable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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 (a) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations substantially similar to those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of Receiving Party; (ii) was already in Receiving Party's lawful possession without restriction prior to disclosure; (iii) is obtained by Receiving Party from a third party not under an obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: Except for trade secrets, the obligations of confidentiality shall continue for years from disclosure. Trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

Representations; Indemnity; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Contractor represents that services will be performed in a professional manner. Each party shall indemnify the other for claims arising from its own negligent acts or willful misconduct. Except for breach of confidentiality, gross negligence, willful misconduct or indemnity obligations, neither party shall be liable to the other for consequential, incidental or punitive damages, and aggregate liability shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate by notice. Notices shall be deemed given upon receipt when delivered personally, by courier, or by confirmed electronic delivery.

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 attempt in good faith to resolve disputes promptly by negotiation; if unresolved, disputes shall be resolved by binding arbitration in the governing jurisdiction unless the parties agree in writing to a different forum.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

Acknowledgment

Each party acknowledges that it has read and understands this Agreement, has had the opportunity to seek independent legal counsel, and agrees to be bound by its terms.

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