Business Open IO Form

Business Open IO Form

Parties and Recitals

This Business Open IO Form (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Client desires to engage Service Provider to perform certain business, advertising, or operational services as specified in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the services described herein in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided effective as of Effective Date: .

Scope of Work

Service Provider shall perform the services and deliverables described below. Deliverables, milestones, technical requirements, acceptance criteria, and any third-party dependencies must be set out in the Scope of Work.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the services and deliverables described in this Agreement.

Invoices shall be issued in accordance with the Payment Schedule and are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of per month (or the maximum permitted by law), or a flat fee of , whichever is greater.

All amounts are payable in United States Dollars unless otherwise specified. Taxes, duties and similar governmental charges are the responsibility of the party required by law to pay such amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if such breach is not cured within thirty (30) days following written notice of breach.

Upon termination, Client shall pay Service Provider for all work performed and reasonable, documented expenses incurred through the effective date of termination, together with any amounts due under non-cancellable commitments.

Confidentiality

The parties acknowledge that during the performance of this Agreement each may be exposed to or receive Confidential Information of the other party. "Confidential Information" means any non-public information, whether written, oral or electronic, that is disclosed in connection with this Agreement and is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees: (a) to use Confidential Information only as necessary to perform its obligations under this Agreement; (b) to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not to disclose Confidential Information to any third party except to employees, contractors or professional advisers with a need to know, who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes public without breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to receipt from the disclosing party; (iii) is received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The parties agree that confidentiality obligations are mutual.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Except for liability resulting from a party's gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. 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.

Entire Agreement and Miscellaneous

This Agreement, including any attachments and scopes of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign 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 merger or sale of substantially all its assets.

Administrative Details

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