Business Package Template

BUSINESS PACKAGE TEMPLATE

Agreement Effective Date:

Parties

WHEREAS

WHEREAS, Client Name: seeks to procure a business services package from Service Provider Name: ;

WHEREAS, Service Provider possesses the experience, personnel and resources necessary to prepare and deliver the business package described herein under the terms and conditions of this Agreement.

Scope of Work

The Service Provider shall perform the following services for the Client as part of the Business Package. Deliverables, milestones and acceptance criteria shall be as set forth below.

Payment Terms

Total Fee: $ payable in accordance with the payment schedule below. All fees are exclusive of applicable taxes.

Late Payment: If any undisputed amount is not paid within days of invoice, interest shall accrue at % per month, or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may also terminate for convenience upon days' prior written notice.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether orally, visually or in writing, that is marked confidential or would reasonably be considered confidential under the circumstances, including pricing, business plans, financial data, customer lists and technical information.

Obligations: Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it employs to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known without breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

Duration: Confidentiality obligations shall continue for a period of years following termination of this Agreement, except with respect to trade secrets which shall be protected for as long as such information qualifies as a trade secret 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 conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any schedules or exhibits incorporated by written reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Assignment: 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 successor in interest.

Independent Contractors: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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