Business LOX Template

BUSINESS LOX TEMPLATE

This Business LOX Template (the "Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables described herein;

WHEREAS, Service Provider represents that it has the requisite experience, personnel, and capacity to perform such services in a professional manner consistent with industry standards;

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such services to Client.

Scope of Work

Deliverables shall be reviewed and accepted by Client pursuant to the acceptance criteria set forth in the Detailed Scope. Any change in the Scope of Work must be approved in writing by both parties and may adjust fees and schedule as set forth in a written change order.

Payment Terms

Invoices shall be rendered in accordance with the Payment Schedule. Unless otherwise stated, payments are due within days of invoice date. Payments received after the due date shall incur a late fee as described below.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus a minimum late fee of USD.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above following written notice. Termination for convenience by either party requires the notice period set forth above; Client shall pay Service Provider for services performed and costs incurred up to the effective date of termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence and shall not disclose to any third party any Confidential Information disclosed by the other party (the "Discloser") without the prior written consent of the Discloser. "Confidential Information" means non-public information of a party that is designated in writing as confidential or that reasonably should be understood to be confidential. The obligations in this clause do not apply to information that (a) is or becomes generally available to the public other than as a result of disclosure by the Recipient, (b) was lawfully known to the Recipient prior to disclosure, (c) is independently developed by the Recipient, or (d) is required to be disclosed by law or order of a court or competent authority, provided the Recipient gives prompt written notice to the Discloser and cooperates to seek protective measures.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except for liability resulting from gross negligence, willful misconduct, or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, indirect, exemplary, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including all attachments, exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Notices

Any notice required or permitted to be given under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either party may specify in writing, and shall be effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with the postal service when sent by certified mail, return receipt requested.

The parties have executed this Agreement as of the date first written above.

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