Business Form FCU

Business Form FCU

Parties and Contact Information

Recitals

WHEREAS, Client Name: desires to engage Service Provider Name: to perform certain business services described herein; and

WHEREAS, Service Provider represents that it has the skill, experience and resources necessary to perform the services in a professional manner and under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing the performance of services and payment for those services.

Scope of Work

Service Provider shall provide the following services to Client in accordance with the terms of this Agreement. The description below constitutes the full scope of work to be performed unless otherwise modified in writing and signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. All fees are exclusive of taxes unless otherwise stated.

All undisputed amounts not paid within the period described in the Payment Schedule shall accrue interest at the rate specified in Late Payment Fee above and Client shall also be responsible for reasonable collection costs, including attorneys' fees, if collection becomes necessary.

Term and Termination

This Agreement shall commence on Effective Date: and shall continue until End Date: unless terminated earlier in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than Notice Period (days): days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within Cure Period (days): days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to the effective date of termination. Upon termination, Service Provider shall deliver all work in progress and any Client materials in Service Provider's possession.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information includes, without limitation, business plans, financial information, customer lists, technical data, designs and trade secrets.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations do not apply to information that: (i) is or becomes publicly known other than by breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by applicable law or valid legal process, provided the disclosing party gives prompt notice and cooperates with reasonable efforts to limit disclosure.

The confidentiality obligations shall continue for a period of Three Years after termination of this Agreement, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that it will perform services in a professional and workmanlike manner consistent with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims, losses or damages arising from its breach of this Agreement, negligence or willful misconduct. Except for liability arising from gross negligence or willful misconduct, neither party's total aggregate liability under this Agreement shall exceed the total amount actually paid by Client to Service Provider under this Agreement in the twelve months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed in the Parties and Contact Information section or to such other address as a party may designate in writing. Notice is effective upon: (a) personal delivery; (b) three business days after deposit with a nationally recognized overnight courier; or (c) three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Governing Law and Dispute Resolution

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. The parties agree that disputes arising under this Agreement will be submitted to the exclusive jurisdiction of the state or federal courts located in the county where Service Provider maintains its principal place of business, unless the parties mutually agree in writing to mediation or arbitration.

Entire Agreement

This Agreement, including any attachments and documents incorporated by reference, 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. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach shall constitute a waiver of any other breach. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment relationship or agency.

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