Business Signature Letter

Business Signature Letter

This Business Signature Letter ("Agreement") is made and entered into as of by and between the undersigned parties:

Client Name:    Business Address:

Contractor/Company Name:    Business Address:

Recitals

WHEREAS, Client engages Company to perform certain services and deliverables as set forth in this Agreement, and Company represents that it has the capability, expertise, and personnel to perform such services in a commercially reasonable manner; and

WHEREAS, the parties desire to set forth the terms, payment, confidentiality obligations, and signature authority under which Company will perform and Client will accept and pay for such services; and

WHEREAS, the parties intend that this Agreement shall serve as the written authorization for Company to execute and deliver specified transaction documents on behalf of the parties to effectuate the transactions contemplated herein, subject to the limitations and representations set forth below.

Scope of Work

Company shall provide the services described below. The description below constitutes the scope of work and shall be deemed incorporated into this Agreement.

Payment Terms

Client agrees to pay Company for services performed in accordance with the following terms.

Unless otherwise agreed in writing, invoices are due and payable within days of receipt. Overdue amounts shall bear interest at a rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Company for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

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 from the non-breaching party. Termination for cause shall not relieve the breaching party of liability for damages arising from the breach.

Confidentiality

"Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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. Confidential Information does not include information that is: (a) publicly known through no wrongful act of the recipient; (b) rightfully received from a third party without restriction; (c) independently developed by the recipient without use of or reference to the discloser's Confidential Information; or (d) required to be disclosed by applicable law.

Each party shall (i) hold the other party's Confidential Information in strict confidence; (ii) not disclose such Confidential Information to any third party except with the discloser's prior written consent or as required by law; and (iii) use such Confidential Information only to perform its obligations under this Agreement. Upon termination or expiration, the recipient shall promptly return or destroy all Confidential Information as directed by the discloser.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they otherwise qualify as trade secrets under applicable law.

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-law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

Representations and Authority to Sign

Each party represents and warrants that: (a) it has full corporate power and authority to enter into and perform under this Agreement; (b) the individual signing below on its behalf is duly authorized to execute this Agreement and to bind that party; and (c) the execution, delivery, and performance of this Agreement will not violate any other agreement or obligation to which it is a party.

Entire Agreement

This Agreement, together with any written attachments or exhibits expressly incorporated herein, 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 written or oral. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Remedies; Severability

The parties acknowledge that a breach of the confidentiality or authorization provisions of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and each party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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