Business Online Form

BUSINESS ONLINE FORM

Effective Date:    Agreement No.:

Parties

Individual    Corporation    LLC    Partnership    Other:

Individual    Corporation    LLC    Partnership    Other:

Recitals

WHEREAS, Service Provider is engaged in the business of providing the services described in this Agreement and possesses the necessary expertise and personnel to perform such services;

WHEREAS, Client desires to obtain the services of Service Provider as set forth herein and Service Provider is willing to provide such services under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth below, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliverables described below. The description constitutes the full statement of expected work; any material deviation requires a written amendment signed by both parties.

Payment Terms

Total Compensation: $    Currency:

Invoices due within days of invoice date. Late payments shall incur a late fee of on outstanding balances, calculated monthly and compounded where permitted by law.

Unless otherwise agreed in writing, Client is responsible for all applicable taxes (except taxes on Service Provider's net income) and reasonable, pre-approved out-of-pocket expenses incurred in connection with performance.

Term and Termination

Term Start Date:    Term End Date:

This Agreement shall commence on the Term Start Date and shall continue until the Term End Date unless earlier terminated as provided herein. Either party may terminate this Agreement without cause upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within 15 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, subject to the parties' reconciliation of outstanding deliverables.

Confidentiality

Each party (Receiving Party) shall treat as confidential all non-public information disclosed by the other party (Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not use Confidential Information except to perform obligations under this Agreement and shall not disclose it to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was lawfully in Receiving Party's possession before receipt from Disclosing Party; or (c) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations in this section shall continue for after termination or expiration of this Agreement, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit 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

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification or waiver must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

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