Business Material Template

BUSINESS MATERIAL TEMPLATE

This Business Material Template ("Agreement") is entered into as of by and between Client Name: and Provider Name: . The parties agree as follows.

Recitals

WHEREAS, Client retains Provider to prepare, supply or otherwise deliver certain business materials, documentation, designs and related deliverables described in this Agreement; and

WHEREAS, Provider possesses the expertise, personnel and resources necessary to produce such materials in accordance with the terms set forth below; and

WHEREAS, the parties desire to set forth the scope, terms of payment, confidentiality obligations and other material terms governing their relationship.

Parties and Contact Information

Scope of Work

Provider shall perform the services and deliver the materials described below (collectively, the "Services" and "Deliverables"). The Services shall conform to the specifications, timelines and acceptance criteria set forth in this Section.

Payment Terms

Client shall pay Provider for the Services in accordance with the rates and schedule set forth below. All amounts are in U.S. dollars unless otherwise specified.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, undisputed invoices are due within days of receipt. Client shall pay undisputed amounts by the due date. Disputes to invoiced amounts must be made in good faith and in writing within 10 days of receipt.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within 15 days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Services performed and non-cancellable commitments incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, processes, designs, drawings, specifications, pricing and customer lists.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform 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 are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without the use of Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt notice to the disclosing party and cooperate to limit disclosure.

Representations, Warranties and Remedies

Each party represents that it has the full corporate or legal power and authority to enter into and perform this Agreement. Provider represents that Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly provided in this Agreement, no party makes any other warranty, express or implied.

The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality and that the non-breaching party shall be entitled to equitable relief including injunctions, in addition to any other remedies available at law or in equity.

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

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held 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, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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