Business EC Document

Business EC Document

Agreement Date:

Recitals

WHEREAS, Client Name: seeks to engage the Service Provider to perform certain business and electronic commerce related services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and technical capacity to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing the parties’ relationship with respect to the services described below.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. Specific tasks, milestones, deliverables and acceptance criteria are set forth as follows:

Payment Terms

Total Fee (USD):

Late Payment Fee: of the overdue amount per month, compounded monthly, plus any collection costs reasonably incurred.

All payments are due in United States Dollars unless otherwise agreed in writing. Provider shall submit invoices in accordance with the schedule above and Client shall pay undisputed amounts within thirty (30) days of receipt.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information expressly includes business plans, pricing, customer lists, technical data, software, trade secrets and any work product arising under this Agreement.

The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses with its own confidential material but in no event less than reasonable care. Confidential Information shall not include information that is publicly known through no fault of the receiving party, rightfully received from a third party without restriction, or independently developed without use of the disclosing party’s Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy the disclosing party’s Confidential Information in its possession and certify such destruction or return upon request.

Governing Law

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

Miscellaneous Provisions

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 and supersedes all prior and contemporaneous agreements, proposals, statements and understandings, whether written or oral.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and 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 continue in full force and effect to the maximum extent permitted by law.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement will be construed to create a partnership, joint venture, franchise, employment or agency relationship between the parties.

Notices

Notices shall be sent to the addresses set forth above or to such other address as either party may designate by written notice. Primary contact for notices: Client Contact Name: , Phone: , Email: .

Provider Contact Name: , Phone: , Email: .

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