Business Letter Template

BUSINESS LETTER AGREEMENT

Date:

Recitals

WHEREAS, the party identified as Client Name: (the "Client") seeks to retain certain business services; and

WHEREAS, the party identified as Service Provider Name: (the "Provider") represents that it has the experience and capability to perform the services described herein; and

WHEREAS, the parties intend by this Business Letter Agreement (this "Agreement") to set forth the principal terms under which the Provider will perform services for the Client, as set forth below.

Scope of Work

Payment Terms

Total Compensation: $ . Provider shall invoice the Client in accordance with the schedule below.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late fee: . Client shall pay reasonable costs of collection, including attorneys' fees.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days following written notice. Termination does not relieve the Client of obligations to pay for services performed through the effective termination date.

Confidentiality

Each party acknowledges that in connection with performance under this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall:

1. Use Confidential Information solely to perform obligations under this Agreement;
2. Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
3. Not disclose Confidential Information to third parties except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Exceptions: Confidential Information does not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) publicly known through no fault of the receiving party, or (c) independently developed by the receiving party without use of Confidential Information.

Representations; Compliance

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and that the execution and delivery of this Agreement and the performance of its obligations will not violate any other agreement or legal obligation by which it is bound. Each party shall comply with applicable laws in the performance of its obligations.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by negotiation between senior representatives of the parties. If good faith negotiation fails, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, together with any written attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, 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.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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