Business Document Wonder Document

BUSINESS DOCUMENT WONDER DOCUMENT

This Business Document Wonder Document ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client engages Service Provider to perform certain services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider possesses the requisite experience, skills, and licenses to provide the services described herein and agrees to provide such services to Client in accordance with the standards and schedule set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

SCOPE OF WORK

Service Provider shall perform all services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the scope must be approved in writing by both Parties and shall be subject to any agreed adjustment to compensation and schedule.

PAYMENT TERMS

Unless otherwise set forth in the Payment Schedule, Client shall pay invoices within days of receipt. Late payments shall accrue interest at a rate of percent per month (or the maximum rate permitted by law), plus any costs of collection, including reasonable attorneys' fees. A flat late fee of may apply in lieu of interest where permitted by law.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within a commercially reasonable period not to exceed 30 days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical or financial information disclosed in writing or orally and identified as confidential or that by its nature would reasonably be considered confidential. Each Party agrees to maintain the confidentiality of such information and to use it solely for the purposes of performing under this Agreement. The receiving Party shall restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information, or (c) is required to be disclosed by law, provided the receiving Party gives prompt written notice and cooperates with efforts to obtain confidential treatment or a protective order.

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 law principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed contemporaneously herewith, 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 written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses below or to such other address as a Party designates by written notice:

MISCELLANEOUS

Neither Party may assign or delegate this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The Parties acknowledge that monetary damages may be inadequate remedy for breach of certain provisions (including confidentiality) and agree that injunctive relief may be sought in addition to other remedies.

ACKNOWLEDGMENT

Each Party represents and warrants that it has the power and authority to enter into this Agreement and that the person signing below is duly authorized to bind such Party. This Agreement is executed as of the Effective Date first written above.

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