Business Mini Document

BUSINESS MINI DOCUMENT

Recitals

WHEREAS, Client Name: is a business with principal address at ; and

WHEREAS, Service Provider Name: is engaged in providing professional goods and/or services and maintains a principal place of business at ; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. Scope of Work

2. Payment Terms

Compensation Amount: payable in accordance with the schedule below. All amounts are stated in U.S. dollars unless otherwise indicated.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at the lesser of per month or the maximum rate permitted by law. In addition, a flat administrative late fee of may be charged for each late invoice.

3. Term and Termination

Contract Term Commencement Date: and Term Expiration Date: , unless earlier terminated pursuant to this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information includes business plans, pricing, technical data, trade secrets, customer lists, and other information that is designated confidential or which a reasonable person would understand to be confidential. The Receiving Party shall:

1. Use Confidential Information solely to perform obligations under this Agreement;
2. Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
3. 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 at least as protective as those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes public without breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful efforts to limit disclosure.

5. 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 therein for any dispute arising under this Agreement.

6. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

7. Miscellaneous Provisions

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, employment, or agency relationship between the parties. Neither party may bind the other without prior written consent.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Recitals or to such other address as a party may designate by written notice to the other.

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