Business Signoff Packet

Business Signoff Packet

Parties and Identification

Recitals

WHEREAS, Business Name: is engaged in providing specialized services and deliverables described herein; and

WHEREAS, Client Name: desires to obtain the services and deliverables from Business and authorizes the commencement of work in accordance with the terms of this Business Signoff Packet; and

WHEREAS, the parties intend that the terms set forth in this packet constitute the operative agreement and approval instrument for the identified scope of work and related commercial terms.

Project Identification

Scope of Work

Business shall perform the scope of work described below in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

Client shall pay Business the fees and reimbursements specified below in consideration for the services and deliverables. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Term and Termination

This Agreement is effective as of Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall (a) use Confidential Information solely for the purposes of performing obligations under this Agreement, (b) restrict disclosure to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except as required by law provided that the receiving party gives prompt notice and cooperates in any lawful effort to limit disclosure.

Warranties; Liability

Business represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, BUSINESS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO BUSINESS UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties agree to attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives prior to initiating litigation.

Entire Agreement; Amendments

This document, including any attachments and incorporated schedules, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgment and Authorization

The undersigned represent and warrant that they are authorized to execute this Business Signoff Packet on behalf of the respective party and that the party agrees to be bound by the terms herein. Approval of this packet constitutes authorization to commence work and to invoice in accordance with the Payment Terms specified herein.

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