Business SOR Document

BUSINESS SOR DOCUMENT

This Business SOR Document (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain services and deliverables described herein and desires to engage Provider to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the Scope of Work and to deliver the goods and services in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, the parties intend that this Business SOR Document define the responsibilities, deliverables, payment terms, confidentiality obligations, and remedies available for breach.

PARTIES AND CONTACTS

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described in this Section in a professional and workmanlike manner consistent with industry standards. Specific requirements, acceptance criteria, and milestone dates are set forth below.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Provider the Total Contract Amount and as otherwise set forth in this section. All payments are due in United States currency unless otherwise specified in writing.

Late payments shall bear interest at the rate of from the date due until paid in full. Client is responsible for all reasonable collection costs and expenses, including legal fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. In the event of termination for cause, the non-breaching party may terminate immediately if the breaching party fails to cure a material breach within thirty (30) days of receipt of written notice specifying the breach.

Upon termination, Provider shall deliver any completed work and invoices for services performed to the termination date, and Client shall pay amounts due for services properly performed and accepted prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each receiving party agrees to (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement, and (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall survive termination of this Agreement for a period of years.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflict of laws. The parties shall attempt in good faith to resolve any dispute arising under or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any remedies available under applicable law.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules, and attachments 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, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party may designate by notice):

The parties acknowledge that the foregoing obligations, representations and warranties are material inducements to enter into this Agreement and that each party has relied on such provisions in entering into this Agreement.

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