Business SG Document

Business SG Document

Parties

Recitals

WHEREAS, Client Name: (hereinafter "Client") desires to obtain certain services described herein;

WHEREAS, Service Provider Name: (hereinafter "Service Provider") represents that it has the expertise and personnel to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will provide services to the Client effective as of the Effective Date:

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that any change to the Scope of Work must be made in writing and signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the Fees set forth below in consideration for the services rendered. Fees are exclusive of taxes unless otherwise stated.

If any undisputed amount is not paid within days of the applicable invoice due date, interest shall accrue on the overdue amount at the rate of until paid. The parties agree that reasonable collection costs, including attorneys' fees, may be recovered by the prevailing party.

Term and Termination

This Agreement shall commence on the Start Date: and shall terminate on the End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all 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. The receiving party shall (i) protect the Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need access in connection with this Agreement and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly known other than by breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully received from a third party without restriction.

Governing Law

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 consent to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising under this Agreement.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Entire Agreement; Amendments

This Agreement, including all exhibits and 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree that any waiver of a breach or default under this Agreement must be in writing and signed by the party granting the waiver. The headings in this Agreement are for convenience only and shall not affect interpretation.

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