Business IO Document

BUSINESS IO DOCUMENT

This Business IO Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Vendor Name: . IO Number:

WHEREAS

WHEREAS, Client Name: desires to retain Vendor Name: to perform services described herein; and

WHEREAS, Vendor represents that it has the capability, experience and resources to perform the services in conformity with the terms of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $ . Vendor will invoice Client in accordance with the schedule below. Unless otherwise agreed in writing, all invoices are due Net days from invoice receipt.

Late Payment Fee: If any undisputed invoice remains unpaid after the due date, Client shall pay interest on the overdue amount at a rate of , calculated monthly, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed through the effective date of termination and any non-cancellable commitments made by Vendor in support of performance.

CONFIDENTIALITY

"Confidential Information" means any information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) hold Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to those employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement.

NOTICES

GOVERNING LAW

This Agreement will 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 dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, schedules and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations and warranties. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Vendor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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