Business Envisage Document

BUSINESS ENVISAGE DOCUMENT

This Business Envisage Document (the "Agreement") is entered into as of by and between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

RECITALS

WHEREAS, Client is engaged in the business described as and desires to procure certain services and deliverables; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services set forth herein and is willing to perform such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

SCOPE OF WORK

Deliverables, milestones, acceptance criteria and any required documentation shall be as set forth in the Scope of Work above and in any appendices agreed in writing by the parties. Service Provider shall perform the services using qualified personnel and in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Total Fee: $

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay each invoice within days of receipt unless disputed in good faith. Any undisputed amount not paid when due shall accrue interest at per month (or the maximum permitted by law), plus a late fee of $ for payments more than days overdue.

Reimbursable expenses: Expenses reasonably incurred by Service Provider in connection with performance and pre-approved in writing by Client shall be reimbursed upon submission of receipts.

TERM AND TERMINATION

Term Commencement Date: . Term 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 written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Service Provider for all services performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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 includes business plans, technical data, pricing, financial information, customer lists and trade secrets.

Receiving Party shall (i) keep Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its 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 who are bound by obligations of confidentiality no less protective than those set forth herein. Confidential obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected to the maximum extent permitted by law.

GOVERNING LAW; DISPUTE RESOLUTION

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

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, joint venturer or partner of Client. Service Provider shall be responsible for all taxes and withholdings relating to its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, including any exhibits and the Scope of Work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and executed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' original intent as nearly as possible.

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