Business Form SF270

BUSINESS FORM SF270

Parties

Effective Date: . Contract Reference/Project No.:

Recitals

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement and Service Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms herein; and

WHEREAS, the parties intend that Service Provider be engaged on the terms and conditions in this Agreement and that payment be made pursuant to the Payment Terms below; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance, compensation and confidentiality of services provided under this Agreement.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below in a professional and workmanlike manner and in accordance with the schedule stated. Service Provider shall comply with all reasonable directions of Client and meet the acceptance criteria set forth below.

Payment Terms

Total Contract Amount: $ . Payment shall be made in accordance with the schedule below and conditioned upon Client's acceptance of deliverables.

Invoicing: Service Provider shall submit invoices to Client specifying services performed, dates, and amounts. Client shall pay undisputed amounts within days of receipt of a proper invoice.

Late Payment: Overdue amounts shall accrue interest at a rate of , and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue sums.

Expenses: Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in performing the services, provided that such expenses are supported by documentation.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within a commercially reasonable cure period not to exceed 30 days after written notice of breach. Termination shall not relieve Client of the obligation to pay for services performed prior to termination.

Confidentiality

Definition: "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.

Obligations: The recipient of Confidential Information shall (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to its employees, agents and subcontractors with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions and Required Disclosure: Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, was known prior to disclosure, or is independently developed. If disclosure is compelled by law, the recipient shall provide prompt written notice to allow the disclosing party to seek protective measures.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of unless a longer statutory period applies.

Representations; Indemnity

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider shall indemnify, defend and hold harmless Client from and against losses resulting from Service Provider's breach of this Agreement or negligence in the performance of services, subject to any limitations of liability agreed in writing.

Governing Law; Dispute Resolution

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.

Disputes: The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by a court of competent jurisdiction in the governing state identified above.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendments: No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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