Business QRC Document

BUSINESS QRC DOCUMENT

This Business QRC Document (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Client and Provider are referred to individually as a "Party" and together as the "Parties."

RECITALS

WHEREAS, the Client seeks to engage the Provider to perform certain business services and deliverables as set forth in this Agreement; and

WHEREAS, the Provider has represented that it possesses the professional skill, experience and resources necessary to perform the services described herein and agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth in writing the terms that will govern their relationship and the performance of the services.

SCOPE OF WORK

The Provider shall perform the services described in the Scope of Work in a professional and workmanlike manner in accordance with industry standards. Any material changes to the Scope of Work shall be made only by written amendment signed by both Parties, and any resulting change in fees or schedule shall be set forth in that amendment.

PAYMENT TERMS

All fees are payable in United States dollars unless otherwise agreed. Unless otherwise stated, invoices are due net thirty (30) days from the invoice date. The late fee described above shall accrue on any undisputed past-due amount calculated from the first day following the payment due date until paid in full. The Client shall pay reasonable costs of collection, including attorneys' fees, on any past-due amounts.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured for the notice period specified above after receipt of written notice. The Parties may also terminate by mutual written agreement. Termination shall not relieve the Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, or electronic, 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 excludes information that is (i) or becomes generally known to the public other than through a breach of this Agreement; (ii) obtained from a third party without breach of any obligation of confidentiality; or (iii) independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to its employees, agents or contractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Upon termination or written request, the receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No modification, amendment or waiver shall be binding unless executed in writing by an authorized representative of each Party.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between them. Notices required under this Agreement shall be in writing and delivered to the addresses provided by the Parties in writing.

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