Business Document XTE

Business Document XTE

Effective Date:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services as set forth herein and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to record and confirm their agreement with respect to the scope of services, payment, confidentiality, and other terms and conditions contained in this Agreement.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Service Provider will supply all labor, materials, and equipment necessary to perform the services, unless otherwise agreed in writing.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the services rendered. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Payments are due as specified above. Unless otherwise stated, invoices unpaid after thirty (30) days shall accrue the Late Payment Fee set forth above, together with any costs of collection, including reasonable attorneys' fees. Client shall be responsible for applicable sales, use, or other taxes, unless Client provides a valid exemption certificate.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party that remains uncured after the expiration of the Notice Period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral, electronic or other form, 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; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) restrict access to Confidential Information to employees or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided prompt notice is given where legally permitted to enable protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of state and federal courts located in that State for any dispute arising under or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits or 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, negotiations, and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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