Business GS Letter

Business GS Letter

This Business GS Letter (the "Agreement") is entered into as of by and between:

Company Name:

Service Provider Name:

Whereas

WHEREAS, Company is engaged in the business of procuring and obtaining products and services related to its operations and desires to retain Service Provider to provide certain goods and services on the terms and conditions set forth herein;

WHEREAS, Service Provider represents that it possesses the necessary experience, qualifications, personnel and resources to perform the services described in this Agreement and is willing to provide such services to Company in accordance with the terms of this Agreement;

WHEREAS, the parties desire to reduce their understanding to writing as set forth below.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The specific scope and deliverables shall include, at minimum, the items identified in the description field below. Any material change to the scope shall require written amendment signed by both parties.

Payment Terms

Company shall pay Service Provider for the services rendered as follows. All payments are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise stated, Company shall remit payment within days of receipt of a properly submitted invoice. Disputed amounts shall be raised in writing within ten (10) days of receipt of the invoice; undisputed amounts shall remain payable in accordance with this paragraph.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice specifying the breach. Either party may also terminate for convenience upon written notice to the other party subject to payment for all services performed and expenses reasonably incurred through the effective date of termination.

Upon termination, Service Provider shall deliver to Company all work in progress and any materials necessary for Company to continue the work or to transition services. Termination shall not relieve either party of liabilities accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information 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 data, customer lists, pricing, technical specifications, designs, software, trade secrets and other proprietary information.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use such Confidential Information only as necessary to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to those employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations under this section shall survive termination of this Agreement for a period of three (3) years, or for any period required by applicable trade secret law for information qualifying as a trade secret.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, and shall be deemed received upon delivery or refusal.

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 law principles. The parties agree that any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

The parties hereto have executed this Agreement as of the date first written above.

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