Business Letterhead Document

BUSINESS LETTERHEAD DOCUMENT

Date: ,

This Agreement is entered into between Company Name: and Client Name: (collectively, the Parties) as of the date set forth above.

RECITALS

WHEREAS, Company Name is engaged in the business of providing professional goods and services as described in this document and maintains the facilities and personnel necessary to perform such services;

WHEREAS, Client Name desires to engage Company Name to perform the services described below, and Company Name agrees to provide such services under the terms and conditions set forth herein;

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

SCOPE OF WORK

The services described above shall include all personnel, materials, equipment, and other resources necessary for proper performance unless otherwise specified in writing.

PAYMENT TERMS

Late Payment: Any undisputed amount not paid within the Net Payment Terms shall accrue interest at a rate of % per month, compounded monthly, or the maximum rate permitted by law, whichever is lower. In addition, the delinquent party shall be responsible for all 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 such breach is not cured within days after receipt of written notice specifying the breach. Either Party may also terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial or other information disclosed in any form. The recipient shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties without prior written consent of the disclosing Party. These obligations do not apply to information that (i) is or becomes public through no fault of the recipient, (ii) was lawfully in the recipient's possession prior to disclosure, or (iii) is required to be disclosed by law or valid legal process, provided the recipient gives prompt notice to the disclosing Party to permit protective measures.

Acknowledgement of Confidentiality: I acknowledge and agree to the confidentiality obligations above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflict of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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