Business Important Instructions

BUSINESS IMPORTANT INSTRUCTIONS

This Business Important Instructions and General Business Agreement (the Agreement) is made effective as of by and between Client Name: (Client) and Provider Name: (Provider).

WHEREAS

WHEREAS, Client desires to obtain certain business instructions, procedures, deliverables and related services from Provider and Provider is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to document the scope of work, payment terms, confidentiality obligations and other essential business instructions necessary for the orderly performance and administration of the engagement;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services and deliver the materials described in the Detailed Scope below. Provider will perform the services in a professional manner in accordance with industry standards and the timetable set forth in the Detailed Scope. Any material changes to the scope must be agreed in writing by authorized representatives of both parties and may be subject to additional fees.

Payment Terms

Client shall pay Provider a total fee of $ for the performance of the Scope of Work, subject to the schedule and conditions set forth below.

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Payments are due within days of Client's receipt of an undisputed invoice. Late payments shall incur interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law, calculated from the invoice due date until paid. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

Term and Termination

This Agreement commences on the Effective Date set forth above and shall continue in force until the earlier of: (a) completion of the Scope of Work; or (b) the Expiration Date: .

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Provider for services performed and expenses incurred through the effective date of termination, subject to any offset for proven, material breach by Provider.

Confidentiality

Each party (Recipient) acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party (Discloser). "Confidential Information" means non-public, proprietary or business information disclosed by Discloser that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Recipient shall (i) maintain the confidentiality of Discloser’s Confidential Information using at least the same degree of care as Recipient uses to protect its own confidential information, but in no event less than reasonable care, (ii) use Confidential Information solely to perform under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are subject to confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that (a) is or becomes publicly available through no fault of Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser’s Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates with reasonable efforts to obtain protective measures.

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 principles. The parties agree that exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that jurisdiction, unless otherwise agreed in writing.

Entire Agreement

This Agreement, including any attachments, exhibits and written change orders executed by the parties, constitutes the entire agreement between Client and Provider 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 a writing signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above, or to such other address as either party may designate by notice to the other in accordance with this section.

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