Business Meridian Document

BUSINESS MERIDIAN DOCUMENT

This Business Meridian Document (the Agreement) is entered into as of (Effective Date), by and between:

Recitals (WHEREAS)

WHEREAS, Client is engaged in business activities requiring the services described herein and desires to retain Contractor to perform such services on the terms set forth in this Agreement; and

WHEREAS, Contractor represents that it has the requisite experience, personnel and resources to provide the services and will perform those services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality and other matters in this Agreement.

Scope of Work

Contractor shall perform the services described below. The scope below is intended to be specific but may be supplemented by mutually agreed written change orders.

Payment Terms

In consideration of the performance of the services, Client shall pay Contractor in accordance with the following terms:

Lump sum on completion
Milestone payments per written schedule
Monthly installments

All payments shall be made in United States dollars unless otherwise agreed in writing. Client shall pay undisputed invoices within the Payment Due period. If Client fails to pay undisputed amounts when due, Contractor may suspend performance after providing written notice and the passage of five business days.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) 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

"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 reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and restrict access to its employees and contractors who have a need to know; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by applicable law or court order (provided the receiving party gives prompt written notice and cooperates in any attempt to obtain protective relief). The obligations in this section survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties; Liability

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Contractor warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The parties' aggregate liability arising from or related to this Agreement shall not exceed the total amounts paid by Client to Contractor under this Agreement in the six (6) months preceding the claim.

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 in that state for disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, together with any exhibits and mutually executed statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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 other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices

All notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

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