Business LE Documents

BUSINESS LETTER OF ENGAGEMENT

Parties

Recitals

WHEREAS, Client Name: desires to retain Provider Name: to perform certain business services as set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Letter of Engagement in a professional and timely manner; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained below, the parties agree as follows.

1. Scope of Work

Provider shall perform the services and deliverables described below. The description, deliverables, milestones and acceptance criteria shall control the work to be performed.

2. Payment Terms

Client shall pay Provider the fees and expenses described below in consideration for the performance of the Scope of Work.

Overdue invoices shall accrue a late fee of % per month (or the maximum permitted by applicable law, if lower) from the invoice due date until paid in full. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting past due amounts.

Bank transfer    Check    Credit card

3. Term and Termination

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

Either party may terminate this Agreement for any reason upon providing written notice to the other party not less than days prior to the effective date of termination. Provider may suspend performance if Client breaches any payment obligation and such breach remains uncured for ten (10) days after written notice.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, together with any unpaid, non-cancellable commitments reasonably made by Provider in connection with this Agreement.

4. Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform its obligations under this Agreement. Confidential information includes business plans, financial data, customer information, trade secrets, know-how and other proprietary materials, whether oral, written or electronic.

The obligations of confidentiality shall not apply to information that (a) is or becomes generally available to the public through no breach of this Agreement, (b) was rightfully in the Receiving Party's possession before receipt from the Disclosing Party, (c) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information, or (d) is required to be disclosed by law or valid order of a court or other governmental authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party to permit the Disclosing Party to seek protective measures.

Upon written request or termination of this Agreement, the Receiving Party shall return or destroy, at the Disclosing Party's election, all tangible confidential materials and provide written certification of such destruction where feasible.

5. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if both parties agree in writing; otherwise, the parties consent to the exclusive jurisdiction and venue of state and federal courts located in the chosen state.

6. Representations; Relationship of Parties

Each party represents that it has the full power and authority to enter into this Agreement. Provider is an independent contractor and not an employee, agent or partner of Client for any purpose. Provider is solely responsible for withholding and payment of all employment taxes and other statutory obligations for its personnel.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising from the indemnifying party's negligence, willful misconduct or material breach of this Agreement. Except for a party's indemnification obligations or willful misconduct, neither party shall be liable to the other for consequential, special, incidental or punitive damages.

8. Entire Agreement; Amendments

This Agreement, together with any attachments or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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