Business Motw Document

BUSINESS MOTW DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform certain business activities described herein;

WHEREAS, Service Provider Name: represents that it has the requisite experience, personnel and resources to provide the services;

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be performed, commencing on the Effective Date:

Scope of Work

Service Provider shall perform the services, tasks and deliverables described below in a professional manner consistent with industry standards. Service Provider shall provide all labor, materials, equipment and supervision required to complete the work unless otherwise specified.

Payment Terms

Client shall pay Service Provider for the services in accordance with the following fee schedule and payment milestones. All amounts are exclusive of applicable taxes unless otherwise stated.

Any amounts unpaid when due shall accrue interest at the rate specified above or, if no rate is specified, at a rate of 1.5% per month, plus all collection costs (including reasonable attorneys' fees) incurred by the non-defaulting party.

Term and Termination

This Agreement shall commence on Start Date: and shall expire on End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the intended termination date.

In the event of a material breach, the non-breaching party may terminate for cause after providing written notice and a Cure Period (days): days to cure the breach. If the breach is not cured within the cure period, termination shall be effective immediately upon written notice.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of performing under this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Representations; Remedies

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Remedies provided herein are cumulative and do not exclude any other remedies available at law or in equity, including injunctive relief for breach of confidentiality or misuse of intellectual property.

Entire Agreement

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

Notices

All notices permitted or required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing. Notices are effective upon: (a) receipt if delivered by hand or courier; (b) three (3) business days after deposit in the U.S. mail with postage prepaid; or (c) one (1) business day after being sent by overnight courier.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and 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 to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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