Business Document Thomson Document

BUSINESS DOCUMENT THOMSON DOCUMENT

This Business Document Thomson Document (the "Agreement") is made effective as of Effective Date: by and between:

WHEREAS

WHEREAS, the Service Provider represents that it has the expertise, personnel and capacity to perform the services described in this Agreement and to deliver results in accordance with the standards set forth herein;

WHEREAS, the Client desires to engage the Service Provider to perform certain services under the terms and conditions set forth in this Agreement, and the Service Provider is willing to perform such services for the consideration described below; and

WHEREAS, the parties intend that this Agreement shall set forth the entire understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

The Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry practice. The scope, deliverables, milestones and acceptance criteria are set forth below:

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total amount of for performance of the Scope of Work, subject to adjustments for changes in scope authorized in writing.

Invoices: Unless otherwise agreed, invoices are due and payable within days of receipt. Late payments shall accrue interest at compounded monthly, plus reimbursement of reasonable collection costs and attorneys' fees. Minimum late fee per invoice: .

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated as provided below, continues until End Date: .

Termination: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within a commercially reasonable cure period not less than 15 days after receipt of notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the date of termination.

Termination for cause includes, without limitation, failure to pay undisputed invoices, willful misconduct, gross negligence, or repeated failure to meet agreed deliverables.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except as permitted herein, and (iii) use it solely to perform its obligations under this Agreement. The obligations do not extend to information that is or becomes public through no fault of the receiving party, was lawfully known prior to disclosure, or is rightfully received from a third party without restriction.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties agree that any dispute arising out of or related to this Agreement shall be resolved in the courts located in that state, subject to any mandatory jurisdictional requirements.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto and any written amendments duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.

NOTICES

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