Business Monthly Documents

BUSINESS MONTHLY DOCUMENTS AGREEMENT

Parties

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of preparing, compiling, and delivering regular business documents, reports, and related materials for commercial clients; and

WHEREAS, Client desires to retain Service Provider to prepare and deliver specified monthly documents described herein, and Service Provider is willing to provide such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall prepare, compile, and deliver the monthly documents described below. Deliverables, format, frequency, acceptance criteria, and any required supporting schedules or reconciliation shall be set forth with specificity in the field below. Service Provider will perform the services in a professional and workmanlike manner consistent with industry practice.

Delivery Method:    Frequency:

Payment Terms

Client shall pay Service Provider for the services described in Scope of Work as follows.

Invoices shall be paid within days of receipt. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

Reimbursable expenses (if any): Service Provider will be reimbursed for reasonable, pre-approved out-of-pocket expenses. If checked, provide limits and pre-approval procedure below.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within days after written notice of such breach.

Upon termination, Service Provider shall deliver all completed and in-progress work and Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidentiality obligations shall not apply to information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) becomes publicly known through no wrongful act of the Receiving Party, (c) is lawfully received from a third party without restriction, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt resolution of disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the Client's principal place of business unless the parties agree otherwise in writing.

Warranties; Limitation of Liability

Service Provider warrants that services will be provided in a professional manner consistent with applicable industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party designates by written notice in accordance with this section. Notices may be delivered by hand, certified mail, courier, or electronic mail (with confirmation).

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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