Business IEEW Document

BUSINESS IEEW DOCUMENT

This Business IEEW Document (the "Agreement") is made effective as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client is engaged in business activities for which certain independent evaluation, engineering, equipment assessment, or warranty review services are required (collectively, "IEEW Services"); and

WHEREAS, Provider represents that it possesses the technical skill, personnel and resources necessary to perform the IEEW Services and is willing to perform such services for Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the IEEW Services.

SCOPE OF WORK

Provider shall perform the IEEW Services as described below. Provider will deliver work product in accordance with the specifications, milestones and acceptance criteria set forth in this Agreement. Provider will perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the IEEW Services in accordance with the amounts and schedule set forth below. All fees are exclusive of taxes, duties and governmental charges unless otherwise specified.

Any past due amount shall accrue interest at a rate of on the unpaid balance, and Client will be responsible for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated pursuant to this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. On termination, Client shall pay Provider for all services performed and reimbursable expenses incurred up to the effective date of termination.

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

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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 shall include, without limitation, technical data, designs, specifications, business plans, pricing, customer lists, and trade secrets.

The Receiving Party agrees to: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to those employees, consultants or subcontractors with a need to know who are bound by confidentiality obligations at least as restrictive as those contained herein; 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.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully received from a third party free of any obligation of confidentiality; or (iii) was independently developed without use of the Disclosing Party's Confidential Information.

The parties acknowledge that the confidentiality obligations set forth above shall be mutual.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules 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, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Indemnification: Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the indemnified party's compliance with reasonable notice and cooperation requirements.

PROJECT CONTACTS

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