Business LOA Document

BUSINESS LOA (LETTER OF AGREEMENT)

This Letter of Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:    Client Contact:

Service Provider Name:    Provider Contact:

RECITALS

WHEREAS, Client requires certain business services and desires to engage Provider to perform those services as set forth herein; and

WHEREAS, Provider represents that it possesses the skill, personnel, equipment and experience necessary to perform the services described in this Agreement and is willing to provide such services to Client under the terms and conditions stated below; and

WHEREAS, the parties desire to set forth in writing the scope, payment, term and other material terms of their agreement.

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree that changes to the scope will be documented in a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Provider as compensation for the services performed as follows.

Invoices will be issued by Provider in accordance with the schedule above and are due within days of receipt unless otherwise agreed in writing. Payments not received within the foregoing period shall accrue a late fee of:

All payments are exclusive of taxes. Client is responsible for any sales, use, excise or similar taxes imposed on the transaction, except taxes based on Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Provider shall be entitled to payment for all services performed and expenses incurred through the effective date of termination and shall deliver all work product to Client, subject to payment of outstanding invoices.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event 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 expressly permitted in writing by the disclosing party or as required by law, provided that the receiving party provides prompt notice of such requirement where permitted.

The obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they constitute trade secrets under applicable law.

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, representations and communications, whether oral or written. No modification of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The parties agree that any notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above.

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