Business Master Sheet

Business Master Sheet

WHEREAS

WHEREAS, Company Name: is duly organized and authorized to enter into agreements for the provision of goods and professional services; and

WHEREAS, Client Name: desires to retain Company to perform certain services as set forth in this Business Master Sheet and accompanying Schedules; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Company Business Information

Contact & Authorized Representatives

Scope of Work

The scope of services to be provided by Company to Client are described in detail below. Deliverables, milestones and acceptance criteria shall be set forth in Schedules attached or referenced hereto.

Payment Terms

Contracted Amount:

Late Payment Fee: applied to any past due balance not paid within days of invoice date.

Term and Termination

Effective Date: . This Agreement shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Material breach that is not cured within days after written notice shall entitle the non-breaching party to immediate termination.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information 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 does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure and not subject to an existing confidentiality obligation; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information, excepting one copy retained for legal or compliance purposes.

Representations, Warranties & Insurance

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that its execution and performance will not violate any applicable law or agreement. Company shall maintain worker's compensation and commercial general liability insurance in amounts customary for its industry and shall provide evidence of such insurance upon reasonable request.

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under or related to this Agreement.

Entire Agreement

This Business Master Sheet, including any Schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

Additional Provisions

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