Business ISP Document

BUSINESS INDEPENDENT SERVICE PROVIDER AGREEMENT

This Independent Service Provider Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain services as more particularly described below; and

WHEREAS, Service Provider represents that it has the experience, skill, and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties intend for Service Provider to perform such services as an independent contractor and not as an employee of Client.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner, in accordance with industry standards, and shall provide all personnel, tools, equipment, materials and other items necessary to perform such services unless otherwise agreed in writing.

PAYMENT TERMS

Any amounts unpaid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for services rendered and authorized expenses incurred prior to the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure within fifteen (15) days after receipt of written notice specifying the breach. Material breach includes, but is not limited to, failure to perform services materially in accordance with this Agreement or failure to pay undisputed amounts when due.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether marked confidential or that reasonably should be understood to be confidential under the circumstances, including business plans, technical data, trade secrets, customer lists, pricing and marketing information.

Receiving Party shall (a) hold 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 reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein. Receiving Party shall be liable for any breach by such persons.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in receiving party's possession prior to receipt; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by receiving party. In the event of an unauthorized disclosure, the disclosing party shall be entitled to injunctive relief in addition to any other remedies.

INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and not an employee of Client. Service Provider shall be solely responsible for all federal, state and local taxes, social security contributions, workers' compensation insurance, and other statutory obligations arising from the performance of services under this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider specifically for Client under this Agreement shall be deemed "works made for hire" and shall be the exclusive property of Client. To the extent any such work product does not automatically vest in Client, Service Provider hereby irrevocably assigns and transfers all right, title and interest in such work product to Client, including all intellectual property rights.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable for incidental, consequential, punitive or special damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. This Agreement may be amended only by a written document signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contracting entities and nothing in this Agreement shall create a partnership, joint venture or agency relationship, except as expressly set forth herein. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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