Business MLPH Document

BUSINESS MLPH DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to retain the Service Provider to perform the services described herein; and

WHEREAS, Service Provider Name: represents that it possesses the necessary expertise, personnel and resources to provide such services; and

WHEREAS, the parties wish to set forth their mutual rights and obligations with respect to the provision and payment for such services under the terms set forth below.

Scope of Work

Service provider will perform the professional services, deliverables, milestones, and related tasks as described below. The parties agree that any material changes to scope will be documented in writing and signed by both parties.

Payment Terms

Client shall pay Service Provider in consideration for the services described above. Payment obligations are non-cancelable except as expressly provided herein.

Invoices shall be delivered in accordance with the schedule above. Each undisputed invoice is due and payable within days of receipt. Client shall provide written notice of any disputed amounts within days, failing which the invoice will be deemed accepted.

Overdue amounts shall bear interest at the lesser of % per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys' fees.

Client will reimburse pre-approved out-of-pocket expenses incurred by Service Provider in performing the Scope of Work. Reimbursement requires reasonable documentation.

Term and Termination

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

Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may also terminate for convenience upon providing days' prior written notice.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination, subject to any applicable setoffs or credits for breach.

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information") will be kept strictly confidential. Confidential Information shall not include information that is (i) or becomes generally available to the public other than through a breach of this Agreement, (ii) rightfully received from a third party without obligation of confidentiality, or (iii) independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of years.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability shall exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Service Provider is solely responsible for all employment taxes, withholding and other statutory obligations for its personnel.

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-law principles. The parties agree that jurisdiction and venue for any dispute arising out of this Agreement shall lie in the courts located in that State, subject to any mandatory forum rules.

Entire Agreement

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

Notices

All notices under this Agreement shall be in writing and delivered to the address set forth above for each party or to such other address as a party may designate in writing. Notice shall be effective upon receipt by personal delivery, certified mail (return receipt requested), or overnight courier.

Certifications

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the signatory executing this Agreement on its behalf is duly authorized, and that the Agreement is binding and enforceable according to its terms.

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