Business Letter to Automic

BUSINESS LETTER TO AUTOMIC

Date:

To:
Attention:

From:

WHEREAS

WHEREAS, Client Name: (the "Client") desires to retain the services of Automic;

WHEREAS, Automic Name: (the "Automic") represents that it has the necessary expertise and resources to perform the services described below;

WHEREAS, the parties desire to set forth the terms under which Automic will provide services to Client and to memorialize their mutual obligations in this Business Letter and Agreement;

SCOPE OF WORK

PAYMENT TERMS

Payment Amount:

Late Payment: Invoices unpaid after or beyond Net days will incur a late fee of % per month or the maximum permitted by law, plus reasonable collection costs.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may also terminate for convenience upon days' prior written notice. Upon termination, Automic shall be entitled to payment for services performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is or becomes public through no fault of the receiving party, is rightfully known by the receiving party prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Obligation: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as this clause, and (c) take reasonable measures to prevent unauthorized disclosure.

Confidentiality Acknowledgement: The undersigned acknowledges receipt of Confidential Information and agrees to be bound by the confidentiality obligations set forth above.

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. Exclusive venue for disputes shall be in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Business Letter and Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, proposals and agreements, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Remedies: Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and not exclusive of any remedies available at law or in equity. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Automic may assign to an affiliate or in connection with a sale of substantially all of its business without Client consent so long as the assignee assumes Automic's obligations.

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