Business Document to Provide

BUSINESS DOCUMENT TO PROVIDE

This Business Document Provision Agreement ("Agreement") is entered into effective as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client desires to obtain a written business document described herein and Provider represents that it has the qualifications and capacity to prepare and deliver such document in accordance with the terms and schedule set forth in this Agreement;

WHEREAS, Provider agrees to prepare, complete and deliver the business document as a deliverable to Client subject to payment and other terms contained in this Agreement;

WHEREAS, the parties intend that the deliverable shall be original, fit for the agreed use described below and subject to the confidentiality and governing law provisions set forth herein.

SCOPE OF WORK

Delivery Deadline:   Client shall have days from delivery to review and provide written acceptance or a detailed list of required corrections. Provider shall make commercially reasonable revisions within days of receipt of such list.

PAYMENT TERMS

All invoices are due within days of invoice date. Overdue amounts shall incur a late fee calculated as the greater of (a) of the overdue balance per month, or (b) a flat fee of . Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider to collect past-due amounts.

TERM AND TERMINATION

Term Commencement:   Termination Date (if applicable): .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public proprietary 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. Confidential Information includes, without limitation, business plans, financial information, client lists, and drafts or final versions of the deliverable.

Receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information only for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, advisors or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or a valid order of a court or governmental authority, provided notice is given to the disclosing party to permit it to seek protective measures.

Confidentiality is mutual: (check if both parties are bound equally)   Duration of confidentiality obligations after termination:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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

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