Business Line Item Sign Off

Business Line Item Sign Off

Client Name:     Provider Name:

WHEREAS

WHEREAS, Client and Provider have agreed that Provider will perform the goods and services described in this document on the terms set forth below; and

WHEREAS, the parties desire to document acceptance, acceptance criteria, and sign-off for each individual line item to establish final approval for billing, delivery and any remaining obligations;

WHEREAS, the parties agree that executed sign-off of each line item shall constitute acceptance of that line item and trigger payment or other contractual obligations as set forth in Payment Terms.

Scope of Work

Line Items and Acceptance

The following line items set forth discrete deliverables, quantities and prices. Provider warrants that each delivered line item will conform to the acceptance criteria set forth below. Client shall indicate acceptance by checking the Accepted box and signing the document.

Quantity:    Unit Price:    Line Total:    Accepted:    Approver Initials:

Quantity:    Unit Price:    Line Total:    Accepted:    Approver Initials:

Quantity:    Unit Price:    Line Total:    Accepted:    Approver Initials:

Payment Terms

Total Contract Amount:

Late Payment Fee:    Remedies: Parties acknowledge late fees are cumulative and Provider may suspend further deliveries after written notice and the expiration of the cure period set forth in Term and Termination.

Term and Termination

Commencement Date:    Expiration Date:

Termination Notice Period:    For cause termination: Either party may terminate for material breach if the breaching party fails to cure within the notice period set forth above.

Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not be used except for performance under this Agreement and shall not be disclosed to third parties except as required by law, provided that the receiving party uses reasonable efforts to give prompt notice to the disclosing party and to limit the disclosure.

Acknowledgement: By checking this box, the signing parties acknowledge their continuing obligations of confidentiality.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of:

Entire Agreement and Amendments

This document, together with any exhibits and executed line item sign-offs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any modification or amendment to this Agreement must be made in a written instrument signed by authorized representatives of both parties.

Representations; Remedies

Each party represents that it has full power and authority to enter into this Agreement and that the person executing this document on its behalf is duly authorized. The parties' remedies for breach shall include the right to specific performance or injunctive relief in addition to damages, as permitted by law.

Acknowledgment of Line Item Sign-Off Procedure

Each accepted line item constitutes final acceptance of the deliverable described for billing purposes and, unless otherwise stated in writing, releases Provider from further obligation with respect to that line item. Disputes related to accepted items must be raised within ten (10) business days of acceptance or are waived.

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