Business Information & Agreement Form

Business Information & Agreement Form

Business Information

Corporation Limited Liability Company (LLC) Partnership Sole Proprietor / Individual

Agreement Recitals

THIS AGREEMENT is made effective as of (the "Effective Date") by and between Client Name: , a business organized under the laws of , and Provider Name: , a business organized under the laws of .

WHEREAS, Client desires to procure certain services from Provider, and Provider has the personnel, experience, and capability to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions governing the performance of services, payment, confidentiality, and other matters to avoid future disputes.

Scope of Work

Provider shall perform the services and deliverables described below. The parties may attach additional statements of work as written exhibits which, once executed by both parties, shall be incorporated into this Agreement.

Payment Terms

Client agrees to pay Provider the fees described below in consideration for the services rendered. All fees are payable in United States currency unless the parties agree otherwise in writing.

Late Payment: If any undisputed amount is not paid within days after the invoice due date, Client shall pay interest on the overdue amount at the rate of per month (or the maximum lawful rate if less). In addition, Provider may suspend performance for accounts more than days past due.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) was known by the Receiving Party prior to disclosure as evidenced by written records; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use the Confidential Information solely to perform its obligations under this Agreement; (ii) protect the Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Representations, Warranties & Liability

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved through negotiation within sixty (60) days, either party may pursue any available legal or equitable remedies.

Entire Agreement

This Agreement, including all exhibits and any written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

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