Business Document Tyler

BUSINESS DOCUMENT TYLER

Effective Date: (the "Effective Date")

Parties

Entity Type: Corporation LLC Individual     Contractor Entity Type: Corporation LLC Individual

Recitals

WHEREAS, Client Name: desires to retain Contractor to provide certain services described herein; and

WHEREAS, Contractor Name: represents that it has the capability, personnel, and experience to perform such services and desires to provide such services under the terms set forth below; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Contractor shall perform services for Client and Client shall compensate Contractor for such services.

Scope of Work

Contractor shall provide the services, deliverables, and work product described below. Contractor will perform the Work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Contractor for the Work in accordance with the following terms. All amounts are expressed in U.S. dollars unless otherwise indicated.

Contractor will submit invoices to Client. Payment is due within days of receipt of a proper invoice. Invoices shall itemize services performed and any reimbursable expenses.

Overdue amounts shall accrue interest at the rate of percent per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Contractor for reasonable collection costs and attorneys' fees incurred in the event of nonpayment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all Work performed and approved expenses incurred through the effective date of termination. Sections entitled Confidentiality, Governing Law, and Entire Agreement shall survive termination.

Confidentiality

"Confidential Information" means non-public 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 information, pricing, customer lists, and trade secrets.

Each recipient 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 reasonable care; (b) use Confidential Information solely 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 no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was in the recipient's possession prior to receipt without obligation of confidentiality; (iii) is rightfully received by recipient from a third party without restriction; or (iv) is independently developed by recipient without use of the disclosing party's Confidential Information.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as such information remains a trade secret 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 rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

Entire Agreement; Miscellaneous

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

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. The failure of a party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

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