Business Online Document

BUSINESS ONLINE DOCUMENT

This Business Online Document (the "Agreement") is entered into as of by and between Client Name: with principal address and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain online business services, deliverables and ongoing support relating to the Client's digital presence, operations, and transactional workflows; and

WHEREAS, Service Provider represents that it has the experience, personnel, systems and expertise to perform the services described in this Agreement and will perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide such services to Client.

SCOPE OF WORK

The Service Provider shall perform the tasks described above and any related tasks reasonably necessary to achieve the intended outcomes. Deliverables shall include any documentation, software, configuration, reports and training materials specified in the Description of Services. Any material change in the scope, schedule or deliverables shall require a written Change Order executed by both parties.

PAYMENT TERMS

Service Provider shall invoice Client in accordance with the agreed Payment Schedule. Invoices are due within the number of days specified in the Payment Schedule after issuance. Overdue amounts shall incur the Late Payment Charge stated above and the Service Provider may suspend performance if amounts due are not paid within thirty (30) days after written notice. Client shall be responsible for all reasonable collection costs, including attorneys' fees, for collection of overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following receipt of written notice. Either party may terminate for convenience upon providing the notice period set forth above. Termination for cause shall not relieve Client of its obligation to pay for services rendered and expenses properly incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold the Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose such Confidential Information to any third party 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 herein; and (c) not use Confidential Information for any purpose other than performance under this Agreement.

I acknowledge and agree to the confidentiality obligations set forth above.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and executed Change Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No modification of this Agreement will be effective unless in a written instrument signed by both parties.

MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. 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.

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