Business Printed Document

BUSINESS PRINTED DOCUMENT

This Business Printed Document (the "Agreement") is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing the services and deliverables described in this Agreement and represents that it has the training, experience, and ability to perform such services in a professional manner; and

WHEREAS, Client desires to retain Provider to perform such services on the terms and conditions set forth in this Agreement, and Provider accepts such engagement under those terms; and

WHEREAS, the Parties wish to set forth the basis on which work will be performed, paid for, and delivered.

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. Provider will perform the services in a commercially reasonable manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees and expenses described below in consideration for Provider's performance of the Scope of Work. All amounts are in United States dollars unless otherwise specified.

Invoices submitted by Provider shall be due and payable within days of receipt unless otherwise agreed in writing. Payments not received when due shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the intended termination date. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, technical information, and deliverables.

The Receiving Party shall (i) use Confidential Information solely for the purpose of performing its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was in the Receiving Party’s possession without restriction prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party to permit the Disclosing Party to seek a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy all tangible embodiments of Confidential Information and certify in writing that it has complied with this obligation.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title, and interest in and to deliverables specifically prepared for Client under this Agreement upon full payment of all fees due with respect to such deliverables. Provider retains ownership of Provider's pre-existing materials, tools, templates, and know-how; Provider grants Client a nonexclusive, perpetual license to the extent any such pre-existing materials are incorporated into the deliverables.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of any disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision that most nearly reflects the Parties' intent.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or such other addresses as the Parties may designate in writing.

SIGNATURES

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