Business Letter to President

Business Letter to President — Business Agreement

Date:

Subject:

Dear President :

RECITALS

WHEREAS, Provider Name: is engaged in the business of providing goods and services described herein and is duly organized and validly existing under the laws of State of Incorporation: ; and

WHEREAS, Recipient Name: (the President and the organization represented above) desires to engage Provider on the terms and conditions set forth in this letter agreement (the Agreement); and

WHEREAS, the parties wish to set forth the scope of the services, payment terms, confidentiality obligations and other material terms in a binding agreement effective as of Effective Date: .

SCOPE OF WORK

Provider shall perform the services and deliverables set forth below. The parties agree the Scope of Work described below is an integral part of this Agreement.

PAYMENT TERMS

Total Compensation: The total amount payable by Recipient to Provider for the Scope of Work shall be $ (the "Total Compensation"), exclusive of applicable taxes.

Invoices: Provider shall invoice Recipient in accordance with the Payment Schedule. Invoices shall be due and payable within days of receipt unless otherwise agreed in writing.

Late Payment: Any amount not paid when due shall accrue interest at a rate of % per month, or the maximum rate permitted by applicable law, from the due date until paid. In addition, Recipient shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: 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: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Recipient shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination, together with any outstanding reimbursable expenses.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party to the other party, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party agrees to (a) hold Confidential Information of the other party in strict confidence, (b) use such Confidential Information only to perform its obligations under this Agreement and (c) not disclose such Confidential Information to any third party except to employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the required information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No amendment or modification of this Agreement will be effective except in a writing signed by authorized representatives of both parties.

Acceptance: The parties agree that this letter, when signed by both parties, will constitute a binding agreement enforceable in accordance with its terms.

Sincerely,

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