Business Document Unilog

Business Document Unilog

Parties

Recitals

WHEREAS, Client Name: seeks to obtain certain business services; and

WHEREAS, Provider Name: represents that it has the experience and capacity to perform such services on the terms set forth herein; and

WHEREAS, the parties agree that this Agreement shall become effective as of Effective Date: and shall govern the relationship between the parties.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Provider will furnish all labor, materials, equipment and supervision necessary to complete the work described.

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the performance of the Scope of Work. All payments shall be made in United States Dollars unless otherwise agreed in writing.

If Client fails to pay undisputed amounts when due, Client shall be responsible for late fees as set forth above and for Provider's reasonable costs of collection, including attorneys' fees. Payments not timely made shall also bear interest at the maximum lawful rate if late fees are unenforceable.

Term and Termination

This Agreement shall commence on Start Date: and continue through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party upon written notice if such breach is not cured within Notice Period (days): after receipt of written notice. Either party may terminate for convenience upon thirty (30) days' prior written notice and subject to payment for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) either orally or in writing 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. Receiving Party shall: (a) hold Confidential Information in strict confidence using no less than the same degree of care it uses with its own confidential information but in no event less than reasonable 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, contractors or advisors who have a need to know, are bound by confidentiality obligations at least as protective as those herein, and who are informed of and obligated to comply with the terms of this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (iii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. If Receiving Party is required by law or valid legal process to disclose Confidential Information, Receiving Party shall promptly notify Disclosing Party (to the extent legally permitted) and cooperate with Disclosing Party, at Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

The obligations under this Section shall survive termination of this Agreement for Confidentiality Term (years): years.

Representations, Warranties and Insurance

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any other agreement. Provider represents that services will be performed in a professional manner consistent with generally recognized industry standards. Provider shall maintain and, upon request, provide evidence of commercially reasonable insurance coverage appropriate to the services performed.

Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement, except to the extent such claims result from the indemnified party's negligence or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be resolved by the courts located in the county of the governing law state specified above.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules attached hereto, 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 oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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