Business Proviso Template

BUSINESS PROVISO TEMPLATE

This Business Proviso Template (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Party A Name:    Party A Address:

Party B Name:    Party B Address:

Effective Date:

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services or goods as described herein and possesses the expertise and resources necessary to perform the same; and

WHEREAS, Party B desires to retain Party A to perform the services set forth in this Agreement on the terms and conditions contained herein; and

WHEREAS, the parties wish to set forth certain provisos, payment terms, confidentiality obligations and other contractual provisions governing their relationship.

SCOPE OF WORK

Description of services, deliverables, milestones, and acceptance criteria. Party A will perform the following work for Party B:

PAYMENT TERMS

Compensation: Party B shall pay Party A the fees set forth below in consideration for the performance of the Scope of Work.

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the due date, Party A may assess a late fee equal to the greater of:

Payment Disputes: Party B must notify Party A in writing of any disputed amounts within days of invoice receipt. Undisputed amounts shall remain payable in accordance with this Agreement.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Party B shall pay Party A for all work performed through the effective date of termination, together with any reasonable costs incurred as a direct result of such termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") 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.

Obligations: Recipient shall (a) use Confidential Information solely for the performance of its obligations under this Agreement, (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, and in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Recipient, (ii) was known to Recipient without restriction prior to disclosure by Discloser, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of this Section and that the Discloser shall be entitled to injunctive or other equitable relief to prevent or cure any such breach in addition to any other remedies available at law or in equity.

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 consent to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings 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 PROVISIONS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Party A is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties.

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