Business Specification Memo

Business Specification Memo

Memo No.:    Date:

Recitals

WHEREAS, Provider: has expertise in the services described herein and is willing to perform such services under the terms set forth in this memo;

WHEREAS, Client: desires to engage Provider to deliver the deliverables and services described below for the Project identified above; and

WHEREAS, the parties intend that this Business Specification Memo set forth the scope, payment, schedule, and other terms that will govern performance effective as of (the Effective Date).

Scope of Work

The Provider shall perform the following services and deliver the following deliverables consistent with the specifications and acceptance criteria set forth below:

Payment Terms

Total Consideration: $

Provider shall invoice Client upon completion of each milestone or monthly as agreed. Payment is due within days of receipt of an undisputed invoice. Late payments shall accrue interest at the rate of % per month (or the maximum allowed by law), compounded monthly.

Term and Termination

Term Commencement Date:    Anticipated Completion Date:

Termination for Cause: Either party may terminate this memo for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Termination for Convenience: Client may terminate this memo for convenience upon providing the notice period set forth above; in such event Provider shall be entitled to payment for work performed to the effective date of termination in accordance with the payment terms and subject to Client's right to setoff for defects or incomplete work.

Confidentiality

Each party acknowledges that, in connection with performance under this memo, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other proprietary information disclosed in any form. Each receiving party shall: (a) use Confidential Information solely for the purposes of performing under this memo; (b) limit disclosure to employees and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those stated herein; and (c) 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. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through breach of this provision; (ii) was lawfully in the possession of the receiving party prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination, receiving party shall return or destroy Confidential Information as directed by the disclosing party and shall certify in writing that it has complied with this obligation.

Governing Law

This memo and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement

This Business Specification Memo, together with any attachments and accepted change orders signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this memo shall be effective unless in writing and signed by authorized representatives of both parties.

Change Control

Any changes to the scope, schedule, or price shall be documented in a written change order signed by authorized representatives of both parties. The change order shall describe the change, its impact on price and schedule, and any additional terms required to implement the change.

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