Business Render Document

BUSINESS RENDER DOCUMENT

Parties and Recitals

Service Provider Name:    Client Name:

WHEREAS, Service Provider is duly organized and possesses the experience, personnel, and resources necessary to render the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform specified services under the terms and conditions set forth herein, and Service Provider agrees to perform such services for Client in accordance with this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. Scope of Work

Service Provider shall render the services described below and any additional services as mutually agreed in writing by the parties. The description below constitutes the primary scope; any material change in scope shall be documented in writing and signed by both parties.

2. Payment Terms

Compensation: Client shall pay Service Provider the total fee of $ for services rendered under this Agreement, subject to the payment schedule below.

Late Payment: Any undisputed amount not received by Service Provider within days after the invoice due date will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall reimburse reasonable collection costs, including attorneys' fees.

Bank transfer    Check    Credit card

Taxes: Each party shall be responsible for its own taxes arising from this Agreement. Client shall not withhold taxes from payments to Service Provider unless required by law; if withheld, Client shall provide documentation evidencing such withholding.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 15 days after written notice of such breach, or immediately for insolvency, bankruptcy, or appointment of a receiver.

Effect of Termination: Upon termination, Client shall pay Service Provider for all work performed and unreimbursed expenses through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

4. Confidentiality

Definition: "Confidential Information" means nonpublic 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.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as restrictive as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided receiving party gives prompt notice and cooperates in any protective action.

Duration: The confidentiality obligations set forth in this Agreement shall remain in effect for months following the termination or expiration of this Agreement.

Return or Destruction: Upon termination, the receiving party shall, at the disclosing party's election, return or destroy Confidential Information and certify in writing that such return or destruction has occurred.

5. Governing Law and Dispute Resolution

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 agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

6. Representations, Warranties and Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or to such other address as a party may designate by written notice.

8. Entire Agreement

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

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