Business OFM Document

BUSINESS OFM DOCUMENT

This Business OFM Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , whose address for notices is , and Provider Name: , whose address for notices is .

WHEREAS

WHEREAS, Client requires certain services and deliverables described herein and desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it possesses the requisite experience, qualifications, personnel and facilities to provide the services described in this Agreement and agrees to perform such services in accordance with the standards of care customarily exercised by professionals performing similar services.

WHEREAS, the parties intend for this Agreement to set forth the full allocation of responsibilities, payment terms and remedies available to each party.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the total compensation specified below in consideration for performance of the Scope of Work. Amount: $

Milestone payments   Monthly installments   Upon completion

Invoices are due within days of receipt. Late payments shall incur a late fee of % per month, compounded monthly, commencing after a grace period of days following the invoice due date. Acceptance of late payments does not waive any default or other available remedies.

TERM AND TERMINATION

This Agreement commences on Commencement Date: and shall continue until Termination Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing not less than days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. In the event of termination, Provider shall be paid for work performed and expenses reasonably incurred through the termination date, subject to Client's right to set off amounts for defective or nonconforming work.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, technical data, financial information, trade secrets, and client lists; it does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known by Receiving Party prior to disclosure; (c) is independently developed without use of Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Receiving Party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement, and (iii) take reasonable measures to protect Confidential Information. Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

The obligations under this section shall survive for years following termination or expiration of this Agreement. Nothing herein prevents either party from seeking injunctive or other equitable relief for breaches or threatened breaches of confidentiality.

NOTICES

GOVERNING LAW; REMEDIES

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. Governing law jurisdiction:

Each party's remedies for breach shall be cumulative and in addition to any other remedies available at law or in equity, including the right to seek specific performance or injunctive relief for breaches of confidentiality or other irreparable harms.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal intent.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

The parties acknowledge that each has had an opportunity to review and negotiate this Agreement, and that any rule of construction that ambiguities shall be construed against the drafter shall not apply.

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