Business Page Document

Business Page Document

Parties

Recitals

WHEREAS, Client is engaged in the business of and requires certain services to support its operations; and

WHEREAS, Service Provider represents that it has the professional capability, experience and personnel to perform the services set forth in this agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform such services for Client effective as of .

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables and acceptance criteria are set forth in the Scope of Work.

Payment Terms

In consideration of the services rendered, Client shall pay Service Provider as follows.

Any undisputed amount not paid within days after the due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower.

Term and Termination

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

Start Date:     End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within the notice period specified above. Termination shall not affect accrued payment obligations or rights that by their nature survive termination.

Confidentiality

"Confidential Information" means non-public information, whether written, electronic or oral, disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes public without breach; (ii) was known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed. If disclosure is compelled by law, Receiving Party shall provide prompt written notice to Disclosing Party to permit a protective order or other remedy.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets and other information entitled to longer protection shall remain confidential for so long as such protection applies.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No failure or delay by either Party in exercising any right will operate as a waiver. Headings are for convenience only and do not affect interpretation.

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