Business Execution Document

BUSINESS EXECUTION DOCUMENT

This Business Execution Document (the Agreement) is made effective as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Contractor Name: represents that it has the experience and capability to perform such services on the terms set forth in this Agreement; and

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

SCOPE OF WORK

Contractor will perform the services and deliverables described below. The duties, deliverables, milestones, and acceptance criteria will be as follows:

PAYMENT TERMS

Client agrees to pay Contractor the fees described below in consideration for the services rendered pursuant to this Agreement.

All amounts are payable in United States dollars unless otherwise agreed in writing. Client shall reimburse Contractor for reasonable out-of-pocket expenses incurred with prior written approval. Invoices are due within the period set forth in the Payment Schedule; delinquent amounts accrue the Late Payment Fee until paid in full. Contractor may suspend performance for nonpayment after providing Notice as stated in this Agreement.

TERM AND TERMINATION

Either party may terminate this Agreement for convenience upon providing the other party the Termination Notice Period specified above. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary, or commercial information disclosed in any form. The receiving party shall (a) use Confidential Information only for the purposes of performing this Agreement; (b) restrict access to Confidential Information to employees or agents who have a need to know and who are bound by obligations of confidentiality no less protective than those herein; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law. Confidential Information shall not include information that is: publicly known through no fault of the receiving party; rightfully received from a third party without obligation of confidentiality; independently developed without use of the other's Confidential Information; or approved for release in writing by the disclosing party.

Check to confirm that confidentiality obligations are mutual between parties.

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 laws rules. 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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, representations, negotiations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail return receipt requested to the addresses set forth above or such other address as a party may designate by notice pursuant to this section.

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