Business LTR Document

BUSINESS LTR DOCUMENT

Parties and Recitals

This Business Letter Agreement (the Agreement) is entered into as of the Effective Date set forth below between Client Name: and Provider Name: .

WHEREAS, Client engages Provider to perform the services described herein on the terms and conditions set forth below; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and resources to provide such services and will perform them in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other contractual provisions that will govern their relationship.

Effective Date

Effective Date:

Scope of Work

Provider shall perform the following services and deliverables for Client. The description below identifies the principal tasks, deliverables, acceptance criteria and any milestones.

Payment Terms

Client agrees to pay Provider for the services described above in accordance with the following payment terms.

Invoices shall be submitted in writing by Provider to Client in accordance with the notice provisions below. Unless otherwise agreed in writing, Client shall pay undisputed amounts within the number of days specified in the Payment Schedule. Disputed amounts must be notified to Provider in writing within 14 days of receipt of invoice.

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 material breach by the other party if the breaching party fails to cure the breach within the Notice Period specified above following written notice. Either party may terminate for insolvency, bankruptcy, or upon written notice if continued performance would violate applicable law. Termination does not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination, including any reasonable wind-down costs.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) 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 ("Confidential Information"). Confidential Information does not include information that is: (a) already known to the Receiving Party without obligation of confidentiality; (b) becomes generally known through no wrongful act of the Receiving Party; (c) rightfully received from a third party without restriction; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, shall protect it with the same degree of care as its own confidential information (but no less than reasonable care), and shall not disclose it to third parties except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction.

The parties acknowledge that monetary damages may be inadequate to remedy an actual or threatened breach of this confidentiality provision and that, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent or cure any breach or threatened breach.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

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 related to this Agreement.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the services will be provided in a professional and workmanlike manner consistent with prevailing industry standards.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the amounts actually paid by Client to Provider under this Agreement in the six (6) months preceding the event giving rise to the claim.

Entire Agreement

This Agreement, including any schedules or attachments expressly incorporated herein, 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. No amendment, modification, or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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