Business Signoff Document

BUSINESS SIGNOFF DOCUMENT

Parties

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client requires certain business services and deliverables described below and desires confirmation that such services satisfy Client's internal acceptance criteria; and

WHEREAS, Service Provider represents that it has the experience, skill and personnel necessary to perform the services in accordance with the terms and schedule set forth in this document; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Payment Terms

Total Fee:    Currency:

Invoicing:   Payment Due:

Late Payment Fee: . Late fees accrue monthly on overdue balances. Client is responsible for any collection costs and reasonable attorneys' fees incurred to recover unpaid amounts.

Expenses: Reimbursable expenses must be pre-authorized in writing. Provider will invoice actual, documented expenses and Client will reimburse within the payment terms above.

Term and Termination

Start Date:   End Date (if any):

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Each party agrees to hold Confidential Information in strict confidence, not to disclose it to third parties except to permitted representatives on a need-to-know basis, and not to use it except to perform obligations under this document. The receiving party will take commercially reasonable measures to protect the disclosing party's Confidential Information at least as protective as it uses for its own confidential information.

Exceptions: Confidential Information does not include information that is publicly available through no breach, already known to the receiving party prior to disclosure, or rightfully obtained from a third party without restriction. Disclosures required by law shall be subject to prior notice and a reasonable opportunity to seek protective measures unless prohibited.

Duration: Confidentiality obligations will survive termination of this document for years, or as long as required by applicable law for trade secrets.

Representations and Warranties

Each party represents that it has full power and authority to enter into this document, that performance will not violate any agreement or law, and that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NO OTHER WARRANTIES ARE MADE, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Governing Law

This document will be governed by and construed in accordance with the laws of: without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising from this document.

Entire Agreement; Amendments

This document, together with any referenced attachments or accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Acceptance and Signoff

By signing below, the undersigned certify that the services and deliverables described above have been reviewed and accepted in accordance with the acceptance criteria set forth in the Scope of Work, and that the signatory has authority to bind the party.

Final Acceptance Confirmed:    Additional comments (optional):

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