Business IDG Payson Template

Business IDG Payson Template

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

RECITALS

WHEREAS, Client engages Service Provider to perform the services described herein and Service Provider represents that it has the skill, experience and capacity to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services and Client will compensate Service Provider; and

WHEREAS, the parties intend that this Agreement constitute the entire agreement between them with respect to the subject matter hereof and that no other promises, representations or warranties shall bind either party unless set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee of $ for the services set forth in this Agreement, subject to the schedule below.

Late Payments: Any undisputed amount not paid within days after the due date shall accrue interest at or the maximum rate permitted by applicable law, whichever is less.

Taxes and Withholding: Unless otherwise stated, the amounts payable under this Agreement are exclusive of taxes. Service Provider is solely responsible for all employment taxes, and Client may withhold applicable taxes as required by law.

TERM AND TERMINATION

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by a disclosing party to the receiving party that is marked confidential or that the receiving party should reasonably understand to be confidential under the circumstances of disclosure.

Obligation: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) 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, and (iii) not disclose Confidential Information to any third party except to its employees, agents or contractors who need access to perform this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is lawfully received from a third party without restriction; (c) was rightfully in the receiving party's possession prior to disclosure; or (d) is independently developed without use of Confidential Information.

Duration: The confidentiality obligations in this section survive termination of this Agreement for a period of unless a longer period is required by law with respect to certain trade secrets.

INDEMNIFICATION AND INSURANCE

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third party claims arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Insurance: Service Provider agrees to maintain at its expense commercially reasonable insurance coverage appropriate to the services provided, including general liability and, if applicable, professional liability insurance.

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 laws rules. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

Amendment: No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that Client may assign this Agreement in connection with a corporate reorganization, merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by law.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

SIGNATURES

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