Business Instructions Template

BUSINESS INSTRUCTIONS TEMPLATE

Parties and Recitals

Client Name:

Service Provider Name:

WHEREAS, Client has requested that Service Provider perform the services and provide the deliverables described in this Business Instructions Template in accordance with the terms set forth herein; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to provide the instructions, work product and support described below and agrees to perform the Scope of Work in accordance with industry standards and the schedule agreed by the parties.

Scope of Work

The Service Provider shall perform the tasks, produce the deliverables, and provide the instructions as described below. All tasks shall be performed in a professional manner and in accordance with the specifications and schedule set forth in this document.

Payment Terms

Total Instruction Fee: (currency as agreed by the parties)

Invoices shall be submitted to:

Late Payment Fee: Service Provider is entitled to assess interest on any overdue amount at % per month or the maximum rate permitted by law, whichever is lower. A minimum late fee of may be charged.

Term and Termination

Effective Date:

Termination 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. Termination for cause shall be permitted where a material breach is not cured within a reasonable cure period of not less than 14 days following written notice.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence and shall not disclose to any third party any Confidential Information received from the other party (the "Disclosing Party") except as expressly permitted in this agreement. "Confidential Information" includes non-public business, technical, financial and strategic information disclosed in any form.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this agreement; (b) restrict disclosure to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to prevent unauthorized disclosure as it uses with its own confidential information, but in no event less than reasonable care.

Delivery, Acceptance and Change Orders

Deliverables will be reviewed upon submission. Acceptance shall be deemed when Client confirms in writing that deliverables meet the Acceptance Criteria or upon expiration of the allowance period for review, whichever occurs first.

Liability, Indemnification and Insurance

Each party shall be liable for its own acts and omissions. Service Provider agrees to indemnify and hold harmless Client from claims arising out of Service Provider's negligence, willful misconduct, or breach of this agreement, except to the extent caused by Client's negligence or willful misconduct. The parties' aggregate liability for direct damages under this agreement shall not exceed the fees paid to Service Provider under this agreement during the six (6) months prior to the event giving rise to the claim.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use the deliverables for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and tools. Any transfer of ownership shall be evidenced in a written assignment signed by both parties.

Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to use good faith negotiation to resolve disputes. If unresolved, disputes shall be resolved by binding arbitration in a mutually agreed location, unless the parties agree otherwise in writing.

Entire Agreement and Amendments

This document, together with any attachments and fully executed change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

Certifications

Each party represents and warrants that: (a) it has full power and authority to enter into this agreement; (b) the person executing this agreement on its behalf is authorized to do so; and (c) performance of the obligations hereunder will not violate any agreement to which it is a party.

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