Business Document Windborne

Business Document Windborne

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider Name: to perform services related to the operation, management, design and delivery of certain business functions described herein; and

WHEREAS, Service Provider represents that it possesses the experience, personnel and resources necessary to provide the services described in this Agreement and agrees to perform such services in accordance with the terms and conditions set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be performed under this Agreement effective as of .

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope may be amended only by written agreement executed by authorized representatives of both parties.

Payment Terms

Compensation for the services provided under this Agreement shall be as follows.

If any undisputed amount is not paid within the agreed payment period, Service Provider may charge interest at the rate provided above, compounded monthly, up to the maximum permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees and expenses.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days of receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination and any applicable wind-down activities described in the scope of work.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or that, by its nature, should reasonably be understood to be confidential, including business plans, financial information, technical data, trade secrets, customer information and pricing. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely for the purpose of performing its obligations under this Agreement, (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

The obligations of confidentiality shall survive termination of this Agreement for the period specified above.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Each party shall indemnify and hold harmless the other party against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for breaches of confidentiality or infringements of intellectual property, in no event shall either party be liable for incidental, consequential, special or punitive damages, and the aggregate liability of either party arising from this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee agrees in writing to be bound by the terms of this Agreement.

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after mailing by certified mail, return receipt requested.

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