Business Document Text Prefix

DOCUMENT NAME

This Business Document Text Prefix Agreement (the Agreement) is made and entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth herein the terms and conditions under which the services will be performed, including scope, payment, confidentiality, and remedies for breach;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below in a timely, professional manner in accordance with industry standards. The description below constitutes the sole scope of work for which Service Provider will be compensated unless amended in writing signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Fees are non-refundable except as expressly provided in this Agreement.

Term and Termination

This Agreement shall commence on the Start Date and continue until the 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 such breach within the notice period specified above. Termination for convenience by either party requires written notice in accordance with the Notices provision.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information from the other party. "Confidential Information" means non-public information 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. Confidential Information excludes information that is already known, publicly available through no fault of the receiving party, rightfully received from a third party without restriction, or independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need access to perform this Agreement and who are bound to protect such information consistent with this clause.

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 notice pursuant to this Section. Notices are effective upon receipt.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State identified below without regard to its conflict of laws principles. The parties agree that exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that State, unless the parties agree in writing to mediation or arbitration.

Representations; Entire Agreement; Miscellaneous

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement, including any exhibits or attachments signed by the parties, 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. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the Indemnified Party) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's negligence, willful misconduct, or material breach of this Agreement.

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