Business RAPS Document

BUSINESS RAPS DOCUMENT

Parties

Recitals

WHEREAS, Service Provider: is engaged in the business of providing professional services and has the expertise and capacity to perform the services described in this Agreement; and

WHEREAS, Client: desires to retain Service Provider to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Fee: $ payable according to the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Payment Due: within of receipt of a properly submitted invoice. Late payments shall incur interest and fees as set forth below.

Late Fee: A late fee of will accrue on overdue amounts, calculated monthly, plus all reasonable collection costs, including attorneys' fees, incurred by the non-paying party to obtain payment.

Term and Termination

Term Commencement Date: . Term End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within 30 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement. "Confidential Information" includes nonpublic business, technical, financial, and customer information identified as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) was rightfully known by the Receiving Party prior to disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The confidentiality obligations herein shall continue for following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation, and if unresolved, to submit to binding arbitration in the county of the chosen governing state unless otherwise mutually agreed in writing.

Representations & Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the services will be performed in a professional, workmanlike manner consistent with reasonable industry standards.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for special, incidental, indirect, or consequential damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon receipt when delivered personally, by certified mail, or by nationally recognized overnight courier.

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