Business IOM Document

BUSINESS IOM DOCUMENT

THIS BUSINESS IOM DOCUMENT (the "Agreement") is made effective as of by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

WHEREAS

WHEREAS, Client requires certain services and deliverables as described in the Scope of Work below and desires to engage Provider to perform those services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services and will perform such services in a professional and workmanlike manner consistent with industry standards.

WHEREAS, the parties intend for this Agreement to set forth the complete and exclusive understanding between them regarding the matters addressed herein.

SCOPE OF WORK

Provider shall perform the services and provide the deliverables described below. Provider will complete the work in accordance with the timeline and milestones agreed by the parties and in compliance with all applicable laws and professional standards.

PAYMENT TERMS

In consideration for the services to be performed by Provider, Client shall pay Provider the fees set forth below in accordance with the schedule and conditions stated. All payments shall be due in United States dollars unless otherwise agreed in writing.

Invoices will be issued in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall bear interest at a rate of per month (or the maximum rate permitted by applicable law, if less), and Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall cease work and Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information, including but not limited to trade secrets, pricing, customer lists, business plans, and proprietary materials. Each receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) use Confidential Information only for the purposes of performing its obligations under this Agreement.

The obligations in this section do not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction and without breach of an obligation to the disclosing party; or (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. Upon written request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify such destruction.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of law in connection with its performance hereunder.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments, exhibits and referenced documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be deemed given upon receipt if delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested).

ADDITIONAL PROVISIONS

Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment relationship, joint venture, partnership or agency between the parties. Provider shall be solely responsible for payment of all employment taxes and other withholdings for its employees and subcontractors.

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 Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes Provider's obligations hereunder.

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