Business JF Document

BUSINESS JF DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain services related to its business operations, including but not limited to the scope described below; and

WHEREAS, Service Provider Name: has represented that it possesses the necessary expertise, personnel and experience to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing effective as of the Effective Date below.

Effective Date:

Scope of Work

The Service Provider will perform the services described below. Services shall be performed in a professional manner consistent with industry standards and in accordance with any milestones or deliverables agreed by the parties.

Payment Terms

Total Contract Amount: $

Invoicing: Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoiced amounts within days of receipt of a proper invoice.

Late Payment Fee: A late fee of per month on the outstanding balance, or the maximum permitted by applicable law, whichever is less, will accrue on any unpaid amounts after a grace period of days.

Term and Termination

Term Commencement Date:    Term 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 may be immediate where a party materially breaches this Agreement and fails to cure such breach within 15 days following receipt of written notice of such breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination. Service Provider shall deliver all work-in-progress and deliverables to Client and shall cooperate to effect an orderly transition.

Confidentiality

Definition of Confidential Information: "Confidential Information" means non-public business, technical and financial information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written or electronic, 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.

Non-Disclosure Obligations: Recipient shall hold Confidential Information in strict confidence, shall not disclose it to any third party except as expressly permitted in this Agreement, and shall use at least the same degree of care to protect Discloser's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Recipient may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available other than by a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt written notice to Discloser to allow Discloser to seek protective measures.

Warranties; Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence or a party's breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 and venue of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

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, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory employer obligations.

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