Business Service Folder

BUSINESS SERVICE FOLDER

Folder ID:     Effective Date:

Client Name:     Service Provider:

Recitals

WHEREAS, Client requires business services described in this Business Service Folder and desires to engage Service Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and equipment to perform the services and deliverables identified in the Scope of Work; and

WHEREAS, the parties intend that this Business Service Folder serve as the controlling statement of their agreement for the services commencing on the Effective Date above.

Scope of Work

Payment Terms

Total Contract Amount:

Deposit Amount (if any):     Payment Due Days After Invoice:

Late fee: interest at or a fixed late fee of , whichever is greater.

Invoices shall itemize services performed, dates of performance, and any reimbursable expenses. Client shall pay undisputed amounts in accordance with the Payment Schedule. Disputed amounts shall be raised in writing within the payment period and the parties shall negotiate resolution in good faith.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this agreement for convenience upon written notice of days. Either party may terminate immediately for material breach if the breaching party fails to cure within days after written notice.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by either party in connection with this agreement, including business plans, financial information, client lists, trade secrets, technical data and work product. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed, or rightfully received from a third party without obligation of confidentiality.

Obligation: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for performance under this agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Remedies: The parties acknowledge that breach of this Confidentiality clause may cause irreparable harm for which monetary damages may be inadequate; therefore a party shall be entitled to injunctive relief in addition to any other rights or remedies.

Governing Law

This Business Service Folder, and any dispute arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full right, power and authority to enter into this agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. Each party agrees to indemnify and hold harmless the other from third party claims arising from its gross negligence, willful misconduct or material breach of this agreement.

Entire Agreement

This Business Service Folder, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Attachments and Folder Contents

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