Business Northwood Form

Business Northwood Form

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Effective Date:

Recitals

WHEREAS, Client Name: wishes to retain the Service Provider to perform certain professional services as described in this Agreement; and

WHEREAS, Provider Name: represents that it has the expertise, personnel and resources necessary to perform such services under the terms and conditions set forth herein;

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

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be made only by written amendment signed by authorized representatives of both parties.

Payment Terms

Invoices shall be issued by Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Payments shall be made in lawful currency to the account or method designated by Provider.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay Provider for services performed and expenses incurred through the effective date of termination.

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 10 days after receipt of written notice of the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, 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, including business plans, technical data, pricing, and customer information.

Obligation: Each party shall use Confidential Information solely for the performance of this Agreement and shall not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information shall not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information to the extent required by applicable law, regulation or valid order of a court or governmental body, provided the disclosing party gives the other party prompt written notice and cooperates in seeking confidential treatment or a protective order.

Survival: The confidentiality obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, including any exhibits and written amendments hereto, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

Independent Contractor: Provider shall perform services as an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign receivables to a financial institution without Client consent.

Remedies: The parties agree that a breach of the Confidentiality provisions will cause irreparable harm for which monetary damages would be inadequate and that the non-breaching party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

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