Business Initial Document Template

BUSINESS INITIAL DOCUMENT TEMPLATE

This Business Initial Document Template (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and has the experience and personnel necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective responsibilities, payment terms, confidentiality obligations and governance for the relationship created hereby.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties may amend the Scope of Work by written agreement under the amendment provisions of this Agreement.

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All amounts are stated in U.S. dollars.

Late Payment: If any undisputed amount is not paid within days after the due date, Client shall pay a late fee equal to % per month on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

Taxes and Withholding: Each party is responsible for its own taxes and withholding obligations. Service Provider shall invoice Client for fees and any preapproved, documented expenses in accordance with the payment schedule.

TERM AND TERMINATION

Term: The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Survival: Provisions of this Agreement which by their nature should survive termination or expiration shall survive, including but not limited to payment obligations, confidentiality, indemnities and governing law.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by a party (the Discloser) to the other party (the Recipient), whether disclosed orally, visually or in writing, 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.

Obligation: The Recipient shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Recipient shall take reasonable measures to protect the confidentiality of Confidential Information, at least as protective as those it uses to protect its own confidential information.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement by the Recipient; (ii) was known to the Recipient at the time of disclosure as evidenced by written records; (iii) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Compelled Disclosure: If a Recipient is compelled by law to disclose Confidential Information, the Recipient shall provide the Discloser prompt written notice, to the extent legally permitted, and reasonably cooperate with any efforts by the Discloser to obtain a protective order or other remedy.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

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

Amendment and Waiver: No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver of that right.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations hereunder.

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