Business Final Document

BUSINESS FINAL DOCUMENT

Parties

This Business Final Document ("Agreement") is made and entered into on this date, by and between:

Client Name:    Address:

Service Provider Name:    Address:

Recitals

WHEREAS, Client desires to obtain certain services from Service Provider in connection with the business activities described below; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel and resources necessary to perform such services and is willing to perform them subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the services and deliverables described below. The description below constitutes the complete scope of work for which Service Provider is responsible unless amended by a written change order signed by both parties.

2. Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay Service Provider as set forth below. All payments are exclusive of taxes unless otherwise required by law.

Invoices shall be submitted to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt.

Late Payment: Any past due amount shall accrue interest at the rate of per month (or the maximum lawful rate, if less) plus reasonable collection costs.

3. Term and Termination

This Agreement shall commence on the Start Date set forth below and, unless earlier terminated in accordance with this Section, shall continue until the End Date set forth below or until the Scope of Work is completed and final payment is made.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by a 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 (a) hold the other party's Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted herein, and (c) use the Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations do not apply to information that is: (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without breach of any obligation of confidentiality; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and reasonably cooperates to limit disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

5. Representations; Independent Contractor

Each party represents that it has full power and authority to enter into this Agreement. Service Provider shall perform services as an independent contractor and not as an employee, agent, or partner of Client. Service Provider is responsible for all taxes and benefits for its personnel.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

8. Entire Agreement; Modification

This Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered via personal delivery, certified mail, or commercial courier to the addresses set forth above or such other address as either party may designate by written notice in accordance with this Section. Notices are effective upon receipt.

Signatures

The parties have executed this Agreement through their duly authorized representatives as of the dates set forth below.

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