Business Document UM Document

BUSINESS DOCUMENT UM DOCUMENT

Effective Date:

Parties

RECITALS

WHEREAS, Client Name: desires to engage Contractor to provide business services as described below;

WHEREAS, Contractor Name: represents that it has the experience, personnel and ability to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth their agreement with respect to the scope, payment and other material terms governing their relationship.

SCOPE OF WORK

Contractor shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree the specific tasks and deliverables shall include, but are not limited to, the following:

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All amounts are in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted to Client Address: and payment is due within days of Client's receipt of a properly rendered invoice.

Late Payments: Past due amounts shall accrue interest at or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in any form that (i) is designated as confidential, or (ii) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) limit disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of receiving party, (ii) was rightfully in receiving party's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by receiving party without use of Confidential Information.

Duration: The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of except with respect to trade secrets, for which protection shall continue so long as such information remains a trade secret under applicable law.

REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Contractor further represents that services will be performed in a professional manner consistent with prevailing industry standards.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The cumulative liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid to Contractor under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Jurisdiction: The parties submit to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all exhibits and attachments if any, 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.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all assets.

Notices: Notices shall be in writing and delivered to the address set forth above or such other address as either party designates in writing. Notice is effective upon receipt.

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