Business Macros Template

BUSINESS MACROS TEMPLATE

Client Name:   Service Provider Name:

Client Address:

RECITALS (WHEREAS)

WHEREAS, Client is engaged in lawful business operations and desires to obtain certain business macro templates, configurations, and related advisory services for use in Client's operations; and

WHEREAS, Service Provider possesses the technical skill, experience, and proprietary know-how to design, supply, and adapt business macros, templates and implementation guidance described herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide the deliverables and services to Client.

SCOPE OF WORK

Deliverables shall include design of macro templates, documentation of usage rules, and up to rounds of revisions unless otherwise agreed in writing. Service Provider will perform services in a commercially reasonable manner and in accordance with industry standards.

PAYMENT TERMS

Any payment not received within days of the due date shall accrue a late fee of of the overdue balance, compounded monthly, until paid in full. Client shall also reimburse Service Provider for all reasonable costs of collection, including attorneys' fees and expenses.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that during the performance of this Agreement it may be exposed to Confidential Information of the other Party. "Confidential Information" means non‑public business, technical, operational, financial, or customer information disclosed in any form. Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) use such Confidential Information only for performance under this Agreement; and (c) not disclose such Confidential Information to any third party except to those employees, contractors or agents with a need-to-know who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information which is legally required to be disclosed, publicly known through no fault of the recipient, or rightfully received from a third party without restriction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of any disputes arising under or related to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

AUTHORIZED REPRESENTATIVES

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective Parties and to bind such Parties to the terms and conditions set forth herein.

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