Business Project Start Letter

BUSINESS PROJECT START LETTER

Date:

Parties

Recitals

WHEREAS, the Client named above desires to retain the Contractor to perform the project titled "" and the Contractor represents that it has the expertise, personnel and resources to perform such services under the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, payment terms, schedule and other material terms that will govern commencement of work effective as of .

NOW, THEREFORE, the parties agree as follows and authorize the Contractor to commence work in accordance with the terms below.

Scope of Work

The Contractor shall perform the services described below. The description constitutes the initial scope and may be amended only by written agreement of the parties.

Payment Terms

The Client agrees to pay the Contractor for the services rendered under this letter in accordance with the following payment provisions.

Invoices will be issued in accordance with the schedule above and are payable within calendar days of invoice receipt. Overdue amounts shall accrue interest at the rate of percent per month (or the maximum permitted by law, if less) from the invoice due date until paid. Client shall also be responsible for reasonable collection and attorney's fees incurred to collect overdue amounts.

Term and Termination

This letter commences on the Start Date and will terminate on the End Date unless earlier terminated pursuant to this section.

Start Date:    End Date:

Either party may terminate this letter for material breach by the other party if the breaching party fails to cure the breach within calendar days after receipt of written notice specifying the breach. Additionally, either party may terminate without cause upon calendar days' prior written notice to the other party. Upon termination, Client will pay Contractor for all work performed through the effective date of termination and for any non-cancellable commitments properly incurred by Contractor.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this letter, including business plans, technical data, trade secrets, pricing, and other proprietary information. Each party agrees to:

(a) hold Confidential Information in strict confidence and use it solely for the purposes of performing obligations under this letter; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement reasonable safeguards to prevent unauthorized disclosure. Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) becomes generally available to the public through no wrongful act of the receiving party, (iii) received from a third party without breach of any obligation of confidentiality, or (iv) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The confidentiality obligations shall survive termination of this letter for a period of from the date of termination, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Warranties and Representations

Each party represents and warrants that it has the full right, power and authority to enter into this letter and to perform its obligations hereunder. Contractor warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly provided in this letter, CONTRACTOR MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims arising out of the indemnifying party's breach of this letter, willful misconduct, or negligent acts. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for incidental, consequential, special or punitive damages, and each party's aggregate liability arising out of or related to this letter shall not exceed the total fees paid by Client to Contractor under this letter during the twelve (12) month period preceding the event giving rise to liability.

Governing Law

This letter shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this letter.

Entire Agreement

This letter, together with any documents expressly incorporated herein by written reference, 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 written or oral. Any modification must be in a writing signed by both parties.

Acceptance and Authorization

By signing below, the individuals below confirm they are authorized to bind their respective parties and that the Client authorizes the Contractor to commence work in accordance with this letter on the Start Date noted above.

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