Business Letter to State

BUSINESS LETTER TO STATE

Date:

RECITALS

WHEREAS, the State Agency named above (hereinafter "State") is authorized to obtain and procure services and supplies necessary for public operations; and

WHEREAS, the Business named above (hereinafter "Contractor") represents that it possesses the professional capability and expertise to perform the services described below and agrees to provide such services to the State in accordance with the terms set forth in this letter agreement; and

WHEREAS, the parties desire to set forth their mutual understanding, obligations, and the terms of payment and termination governing the Contractor's performance for the State.

SCOPE OF WORK

The Contractor shall perform the services described below in a professional and timely manner consistent with applicable law and industry standards. The services will include, but are not limited to, the following:

PAYMENT TERMS

Compensation: The State shall pay the Contractor a total contract sum of $ USD for the services performed under this agreement, subject to the invoicing and payment schedule below.

Payment Schedule: Payments shall be made as follows: . All invoices shall reference the subject and be accompanied by documentation of services rendered.

Late Payment: Any undisputed invoice not paid within days after receipt shall accrue interest at % per month, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term: This agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Termination: Either party may terminate this agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is clearly identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) maintain the confidentiality of Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this agreement; and (c) not disclose Confidential Information to any third party except as required by law or as necessary to perform the services, provided that such third parties 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 available without breach of this agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without breach.

Acknowledgment: The parties acknowledge that unauthorized disclosure of Confidential Information could cause irreparable harm and agree that equitable relief, including injunctive relief, may be sought for any breach.

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.

ENTIRE AGREEMENT

This letter, together with any attachments or documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification to this agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this agreement shall be in writing and shall be deemed delivered when delivered in person, by certified mail, return receipt requested, or by another nationally recognized overnight courier, addressed as follows:

Each party shall promptly notify the other in writing of any change to its notice address.

Certification: Each signatory below certifies that they are duly authorized to execute this agreement on behalf of the party for which they sign and that the party will be bound by the terms and conditions set forth herein.

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