Business Ready Document

BUSINESS READY DOCUMENT

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

RECITALS

WHEREAS, Client engages in the business of providing goods or services and seeks to retain Provider to perform certain services as described in this Agreement; and

WHEREAS, Provider represents that it has the experience, qualifications, and personnel necessary to perform the services and agrees to perform those services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Deliverables and Acceptance Criteria:

PAYMENT TERMS

Total Fee (not including reimbursable expenses): $ .

Invoicing and Due Date: Provider will submit invoices to Client. Invoices are due within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of (or the maximum permitted by law), plus all collection costs and attorneys' fees incurred by Provider in collecting such amounts.

Expenses: Client shall reimburse Provider for preapproved out-of-pocket expenses incurred in performance upon submission of reasonable documentation.

TERM AND TERMINATION

Term Commencement Date: . Termination Date/End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, technical data, pricing and customer information. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

Obligations: Each recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than this clause; and (iii) protect Confidential Information with commercially reasonable care.

Return or Destruction: Upon termination or upon request, recipient shall promptly return or destroy the disclosing party's Confidential Information and certify such destruction if requested.

Survival: Confidentiality obligations shall survive termination for a period of from the date of disclosure, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

INDEMNIFICATION AND INSURANCE

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Insurance: Provider shall maintain insurance appropriate to the scope of services, including commercial general liability and professional liability coverage. Upon request, Provider shall provide certificates evidencing such insurance.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly through negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration in the agreed forum unless both parties agree otherwise in writing.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship. Provider shall be solely responsible for all payroll taxes and other employment-related obligations for Provider's personnel.

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

Entire Agreement: This Agreement, including any exhibits or statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required under this Agreement shall be in writing and sent to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon delivery.

SIGNATURES

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