Business SLOG Document

Business SLOG Document

This Business SLOG Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages Provider to perform the services described in this Agreement and Provider has represented that it possesses the skill, experience and resources necessary to provide such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide the services and Client will compensate Provider, all as set forth herein.

WHEREAS, the parties intend that this Agreement constitute a binding contract enforceable under the laws specified below.

Scope of Work

Payment Terms

Compensation: Client shall pay Provider the sum of (USD) for the services identified in the Scope of Work. Unless otherwise agreed in writing, amounts are stated exclusive of applicable taxes.

Invoicing: Provider will submit invoices to Client in accordance with the payment schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt.

Late Payment: A late fee of % per month (or the maximum permitted by law, if less) will be assessed on overdue amounts, together with any costs of collection, including reasonable attorneys' fees.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice.

Termination for Convenience: Client may terminate for convenience upon providing Provider with days' prior written notice. In the event of termination for convenience, Provider shall be entitled to payment for work performed and unreimbursed expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public technical, business and financial information disclosed by either party to the other, whether disclosed orally or in writing and designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein.

Exclusions and Duration: Confidential Information does not include information that is publicly available, rightfully received from a third party without obligation of confidentiality, or independently developed without use of the other party's Confidential Information. The confidentiality obligations set forth herein shall remain in effect for years following termination or expiration of this Agreement.

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 exclusive jurisdiction and venue in the courts located in that State for any action arising under this Agreement.

Representations; Indemnity; Insurance

Each party represents that it has the requisite power and authority to enter into and perform this Agreement. Provider shall defend, indemnify and hold harmless Client from and against third-party claims arising out of Provider's negligent acts or willful misconduct in the performance of services. Provider shall maintain insurance customary for services of this nature and, upon request, provide evidence of insurance to Client.

Entire Agreement; Amendment

Integration: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

Amendment: No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of all or substantially all assets, or similar transaction provided the assignee assumes the assigning party's obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed so as to effectuate the intent of the parties to the greatest extent permitted by law.

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