Business Placemat

BUSINESS PLACEMAT

This Business Placemat (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Company Name: desires to record and display key business information and operating parameters in a single, standardized placemat format for use at internal meetings, external presentations, and strategic sessions; and

WHEREAS, Service Provider Name: has the experience and capacity to prepare and deliver the Business Placemat in accordance with the Scope of Work set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

The Provider shall perform the work described above in a professional and timely manner consistent with industry standards. Unless otherwise agreed in writing, the Provider will deliver an initial draft within days of the Effective Date, and shall incorporate up to rounds of revisions as specified in the deliverables above.

PAYMENT TERMS

All amounts owed under this Agreement are exclusive of any taxes. Invoices shall be submitted to Company at the address specified below and are payable within the period specified in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee provision, or if no rate is stated, at the lesser of 1.5% per month or the maximum rate permitted by law.

TERM AND TERMINATION

Term Start:     Term End:

Either party may terminate this Agreement for convenience upon written notice to the other party given no fewer than the number of days set forth in the Termination Notice Period. Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of breach. Termination shall not relieve either party of obligations incurred prior to the termination date, including payment for work properly performed.

CONFIDENTIALITY

Each party acknowledges that during performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or strategic information that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees (a) to hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not to use Confidential Information other than to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors or advisors having a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

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