Business Open Letter

BUSINESS OPEN LETTER

Date:

From: Company Name:

To: Company Name:

WHEREAS

WHEREAS, is engaged in the business of providing goods and services described herein and has the capability to perform the obligations set forth in this Open Letter and accompanying agreement;

WHEREAS, desires to retain the services of the foregoing party on the terms set forth below and to publish this Open Letter as formal notice of the parties' mutual expectations and commitments;

WHEREAS, the parties intend for this Open Letter to memorialize their agreement, including scope of work, payment terms, confidentiality obligations, and other material provisions set forth in this document.

SCOPE OF WORK

PAYMENT TERMS

Total Amount Payable (USD):

Amount Due Within: days of invoice. Late payments shall bear interest at % per month (or the maximum permitted by law), beginning on the st day past due. The delinquent party shall also be responsible for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

Commencement Date: . Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Immediate termination for material breach is permitted where the breaching party fails to cure such breach within a commercially reasonable period after receipt of written notice.

CONFIDENTIALITY

For the purposes of this Open Letter, "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) maintain Confidential Information in strict confidence; (b) not disclose it to third parties except as necessary for performance and subject to equivalent confidentiality obligations; and (c) use Confidential Information only to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Confidentiality Term (years): years from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW

This Open Letter and any claim or controversy arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

NOTICES

All notices required or permitted under this Open Letter shall be in writing and delivered to the parties at their addresses set forth above or to such other address as either party may designate by written notice. Notices shall be effective upon receipt.

ENTIRE AGREEMENT

This Open Letter, together with any exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification to this Open Letter must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Open Letter is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Open Letter without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

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