Business Rate Document

Business Rate Document

This Business Rate Document (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client Name: .

Recitals

WHEREAS, Provider is engaged in the business of providing the goods and services described in this Agreement and has represented that it has the expertise, personnel and facilities necessary to furnish such services; and

WHEREAS, Client desires to engage Provider to perform such services and to establish the rates, billing practices, and related terms under which Provider will be compensated; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

Provider shall perform the services described below and any ancillary tasks reasonably related thereto in accordance with the standards of care customarily exercised by competent providers performing similar services.

Payment Terms

Client shall pay Provider for services rendered according to the rates and schedule set forth below. All amounts are stated in United States Dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the rate specified above or, if none specified, at the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

Provider shall submit invoices itemizing services performed, hours (if applicable), expenses reimbursable under this Agreement, and any applicable taxes. Client shall raise any dispute to an invoice in writing within Ten (10) days of receipt; undisputed amounts remain payable.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the notice period to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other 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. Each party shall: (a) use Confidential Information solely to perform obligations or exercise rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except as required by law or with the disclosing party's prior written consent.

Rate Adjustments

Provider may propose rate adjustments no more than once in any twelve (12) month period. Proposed adjustments must be provided in writing at least sixty (60) days prior to the proposed effective date and shall become effective unless Client provides written objection prior to the effective date. Any agreed adjustment shall be memorialized in writing and signed by both parties.

Governing Law

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

Entire Agreement

This Agreement, together with any written addenda and any statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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