Business External Document

BUSINESS EXTERNAL DOCUMENT

This Business External Document (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client requires certain services related to Client's business operations and desires to engage Service Provider to perform those services under the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform them in a professional and workmanlike manner in accordance with industry standards; and

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

Scope of Work

The Service Provider shall perform the services described above and shall provide deliverables, reporting, and professional personnel as necessary to fulfill the Scope of Work. Any material changes to the Scope of Work shall be subject to a written change order signed by both parties.

Payment Terms

Total Contract Amount:

Payments are due within days of invoice receipt unless otherwise agreed in writing. Overdue amounts shall accrue a late fee of % per month, calculated from the date payment was due until the date paid, or the maximum rate permitted by applicable law, whichever is lower.

All payments are exclusive of taxes. Client shall be responsible for any sales, use, excise, or other taxes applicable to the services, except for taxes based on Service Provider's net income.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. 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.

Upon termination or expiration, Service Provider shall cease performance and, upon Client's request, deliver any work product completed through the date of termination. Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, subject to any setoffs permitted by this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is marked 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 excludes information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is received from a third party having a lawful right to disclose it; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use the 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 professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Upon request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

The confidentiality obligations in this Section 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 qualify as trade secret under applicable 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 its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives of the parties prior to initiating litigation.

Entire Agreement; Miscellaneous

This Agreement, together with any written change orders 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 understandings, agreements, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices

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

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