Business Filing Copy

BUSINESS FILING COPY

Filing Information

Filing Number:

Filing Date — Month: Day: Year:

Parties

Client Name:

Corporation    LLC    Partnership    Sole Proprietorship    Other

Service Provider Name:

Corporation    LLC    Partnership    Sole Proprietorship    Other

Recitals

WHEREAS, Client Name: seeks certain services and desires to secure in writing the terms on which such services will be provided;

WHEREAS, Service Provider Name: represents that it has the experience and capacity to perform the defined services; and

WHEREAS, the parties wish to document the terms of their relationship as of the Effective Date: Month Day Year .

Scope of Work

The Service Provider shall perform the following services in a professional and workmanlike manner consistent with industry standards. The scope described below constitutes the core obligations under this Agreement:

Payment Terms

Payment Amount (total or recurring):

Late Payment Fee: (applies to amounts unpaid beyond stated due date)

Term and Termination

This Agreement commences on the Start Date: Month Day Year and, unless earlier terminated as provided herein, will continue until End Date: Month Day Year .

Either party may terminate this Agreement for convenience by delivering written notice not less than days prior to the intended termination date. Either party may terminate for material breach if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

Confidentiality

Definition. "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing, 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, including business plans, technical data, pricing, customer lists and financial information.

Obligations. The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in writing, and (c) use Confidential Information solely for the performance of this Agreement. The Receiving Party shall take reasonable measures to protect Confidential Information no less than those it uses to protect its own confidential materials.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is disclosed to the Receiving Party by a third party having no confidentiality obligations; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies. The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages may be inadequate and that the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

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 principles. Venue for any dispute arising under this Agreement shall lie in the courts located in the county where the governing state court sits, and the parties submit to personal jurisdiction therein.

Entire Agreement; Amendment

This document, together with any exhibits or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Filing Copy Certification

This Business Filing Copy is prepared and delivered for record and reference. It accurately reflects the terms agreed between the parties as of the Effective Date and is intended for filing with the indicated filing authority as a record copy of the underlying agreement.

Sign Now