Business KMW Document

BUSINESS KMW DOCUMENT

This Business KMW Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Parties and Contact Information

Recitals

WHEREAS, Client requires certain business consulting, implementation, and related services concerning KMW business processes, systems, and deliverables described herein; and

WHEREAS, Service Provider has the expertise, personnel, and resources to perform the work described in this Agreement and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality, and other material terms governing their relationship.

Scope of Work

Service Provider will provide the services and deliverables as described below. Service Provider shall perform services in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider for services rendered as follows. All fees are due in U.S. dollars and exclusive of taxes unless otherwise stated.

Late payments shall incur interest at the lesser of (i) the maximum lawful rate or (ii) % per month on the overdue balance, calculated from the due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs and attorney fees resulting from nonpayment.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate immediately for material breach if the breaching party fails to cure the breach within 10 days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, and governing law shall survive termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as expressly authorized in writing. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Agreement, whether oral, written or electronic, and includes trade secrets, business plans, client lists, and pricing. Confidential Information does not include information that: (a) is or becomes publicly known other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain confidential for as long as they qualify as trade secrets under applicable law.

Representations; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that services will be performed in a competent and professional manner consistent with industry standards.

Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, and costs (including reasonable attorneys' fees) arising from claims resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, in no event shall either party be liable 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 by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notice is effective upon personal delivery, three business days after mailing by certified mail, or one business day after delivery by overnight courier.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Any action to enforce this Agreement shall be brought in the courts located in that State, and the parties consent to personal jurisdiction and venue therein.

Entire Agreement; Amendment

This Agreement, together with any exhibits or 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. No amendment or modification shall be binding unless in writing and signed by an authorized representative of each party.

Execution

This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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