Business Epsilon Template

BUSINESS EPSILON TEMPLATE

Effective Date:

Parties

Recitals

WHEREAS, Client requires certain professional services in the areas described herein and desires to engage Service Provider to perform such services pursuant to the terms of this Agreement; and

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

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the performance of services, payment, confidentiality and other matters as set forth in this Agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below. The scope may be amended only by a written change order signed by authorized representatives of both parties.

Payment Terms

Total Compensation: $

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of invoice date.

Late Payment: Any past-due amount shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs.

Term and Termination

This Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party shall (i) keep Confidential Information strictly confidential, (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement, and (iii) limit disclosure to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of any obligation to the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to reasonable cooperation by the indemnified party and any limitation of liability agreed in writing.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county where the Client's principal place of business is located.

Entire Agreement; Amendment

This Agreement, including any exhibits or change orders signed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or waiver of any provision shall be effective unless signed in writing by duly authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Any unauthorized assignment shall be void.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect to the extent permitted by law.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices are effective upon receipt.

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