Business Marked Up Document

Business Marked Up Document

This Business Marked Up Document ("Agreement") is made and entered into as of (the "Effective Date") by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires that Provider perform the services described in this Agreement and Provider is willing to perform such services on the terms and conditions set forth herein;

WHEREAS, the parties intend that the work to be performed, the consideration to be paid, and the allocation of risk and responsibility between the parties shall be set forth in a written agreement and any attachments or marked-up drafts incorporated herein;

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall exercise commercially reasonable efforts and industry-standard skill in performing the services. Any changes to the scope must be authorized in writing by both parties.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Provider as set forth below. All payments are due in United States dollars and exclusive of taxes unless otherwise agreed in writing.

Any undisputed amount not paid within days after the invoice due date shall incur a late fee of per month on the outstanding balance, or the maximum lawful rate if less. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether marked confidential or reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law 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.

NOTICES

All notices shall be in writing and delivered to the addresses below or to such other address as either party may designate by written notice. Notices are effective upon delivery if delivered personally, three (3) days after deposit with a nationally recognized courier, or upon confirmed electronic transmission.

ENTIRE AGREEMENT

This Agreement, including any attachments or written amendments executed 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, negotiations, and communications, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement and the performance of its obligations will not violate any other agreement to which it is a party, and that all information provided to the other party is true and accurate in all material respects.

ENTITY TYPE (OPTIONAL)

For informational purposes, indicate the entity type for each party.

Corporation    LLC    Individual

Corporation    LLC    Individual

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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