Business Final Draft Document

Business Final Draft Document

This Business Final Draft Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: (each a Party and collectively the Parties).

Recitals

WHEREAS, Client Name is engaged in the business identified by Client Description: and desires to procure certain services from Service Provider Name; and

WHEREAS, Service Provider Name represents that it has the experience, qualifications and resources necessary to perform the services set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

Scope of Work

The Service Provider shall perform the tasks described above in a professional and workmanlike manner in accordance with industry standards. Deliverables, acceptance criteria, milestones, and any subcontracting arrangements shall be further documented in attachments incorporated into this Agreement by reference where applicable.

Payment Terms

Client shall pay Service Provider the Total Contract Amount of USD for the services rendered under this Agreement, subject to the schedule below.

Invoices shall be submitted by Service Provider to Client at Invoice Address: and are payable within days of receipt, unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, commencing on the date payment is due until paid in full. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, if payment is not made when due.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience by providing written Notice Period (days): days' prior written notice to the other Party. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall be entitled to payment for all services performed and reasonable costs incurred through the effective date of termination, subject to offset for any amounts owed by Service Provider to Client.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated 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 does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to disclosure by the disclosing Party; (c) is received by the receiving Party from a third party without restriction and without breach of an obligation to the disclosing Party; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as necessary to perform its obligations under this Agreement, provided that such third parties are bound by confidentiality obligations at least as protective as those herein. The receiving Party may disclose Confidential Information to the extent required by law or regulatory authority, provided the receiving Party gives the disclosing Party prompt written notice of such requirement and cooperates in any lawful attempt by the disclosing Party to obtain a protective order or other remedy.

Representations and Warranties; Indemnity

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's material breach of this Agreement or its gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

Notices

Notices under this Agreement shall be in writing and deemed given upon personal delivery, three days after deposit in the U.S. mail (first-class, registered or certified) with postage prepaid, or upon confirmed electronic transmission when sent to an address provided by the receiving Party.

Miscellaneous

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign its rights to a successor in connection with a merger or sale of substantially all of its assets.

Amendment: This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

Entire Agreement

This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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