Business Reply Document

BUSINESS REPLY DOCUMENT

This Business Reply Document ("Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Company Name: has issued a request for response or performance to obtain certain goods and/or services described below; and

WHEREAS, Responder Name: represents that it has the experience and capacity to perform the Scope of Work under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms, conditions, and procedures for the responder's reply, performance and compensation in a binding written agreement.

SCOPE OF WORK

Responder shall perform the following services and deliverables in accordance with the specifications and schedule agreed by the parties:

PAYMENT TERMS

All invoices shall identify the applicable Deliverables or milestones. Unless otherwise agreed in writing, payments are due in accordance with the Payment Schedule. If payment is not received within the agreed period, late fees as set above will accrue and the Company may withhold further payments or suspend performance until cure.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues through the End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for 15 days after written notice, or immediately for insolvency or breach of confidentiality.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information of the other party ("Confidential Information") disclosed in connection with this Agreement. The Receiving Party shall not disclose, publish or use Confidential Information for any purpose other than performing its obligations under this Agreement, except with prior written consent or as required by law. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is approved for release by written authorization.

Upon termination or written request, the Receiving Party shall promptly return or destroy the other party's Confidential Information and certify in writing as to such return or destruction.

REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will comply with all applicable laws and regulations. Responder further represents that all work will be performed in a professional manner consistent with industry standards.

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 submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement, subject to any mandatory venue requirements.

ENTIRE AGREEMENT

This Agreement, together with all schedules, attachments and acknowledged written amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. No modification will be effective unless made in writing and executed by authorized representatives of both parties.

ACKNOWLEDGMENT

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement and that the individual signing on behalf of each party is duly authorized to bind that party.

Sign Now