Business Document Updated Paperwork

BUSINESS DOCUMENT UPDATED PAPERWORK

This Business Document Updated Paperwork (the Agreement) is entered into as of Effective Date: between the parties identified below.

Parties

Corporation    LLC    Partnership    Sole Proprietor    Other:

Corporation    LLC    Partnership    Sole Proprietor    Other:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform professional services described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and capacity necessary to perform such services and agrees to provide the services in accordance with the standards of the industry and this Agreement.

Scope of Work

Service Provider shall perform the services, produce deliverables, and observe milestones as described below. Any material changes to the scope shall be documented in a written change order signed by both parties.

Payment Terms

Client shall pay Provider the fees and reimbursements set forth below in consideration for the performance of the Scope of Work. All amounts are payable in United States dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. If an additional administrative charge applies, specify amount:

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon written notice of days.

If automatic renewal is elected, check here: and specify renewal term:

Confidentiality

"Confidential Information" means non-public information of a party disclosed in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure as evidenced by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect 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; (ii) use Confidential Information only for the purpose of performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive for years following termination or expiration of this Agreement, except with respect to trade secrets where longer protection is permitted by law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's business or assets by merger, sale or operation of law.

Notices: All notices under this Agreement must be in writing and delivered to the addresses set forth in this Agreement or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, three business days after deposit in the U.S. mail, certified or registered, or one business day after deposit with an overnight courier service.

Entire Agreement

This Agreement, together with any written change orders and attachments 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, negotiations and understandings, whether oral or written. No amendment to this Agreement will be effective unless in a writing signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to effectuate the intent of the parties.

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