Business Specs Sheet

BUSINESS SPECS SHEET

Document Date:

Client Name:   Client Contact:

Service Provider Name:   Provider Contact:

Recitals

WHEREAS, Client Name: desires to procure certain services for the project titled Project Title: (the "Project");

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources necessary to perform the services described in this Business Specs Sheet; and

WHEREAS, the parties desire to set forth the specifications, deliverables, schedule and payment terms governing the procurement and performance of the Project as of Effective Date: .

Scope of Work

The Service Provider shall perform the services and deliver the items described below in accordance with the specifications, performance standards and timelines set forth in this Business Specs Sheet.

Deliverables & Milestones

Deliverable 1:   Due Date:

Deliverable 2:   Due Date:

Payment Terms

Total Contract Amount: $   Currency:

Deposit Amount: $   Final Payment Due:

Late Payment Fee: assessed on overdue balances from invoice due date until paid in full.

Reimbursable Expenses: Yes    If checked, specify limits and pre-approval requirements in the Payment Schedule above.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate for convenience upon written notice of days to the other party. Termination for cause is permitted for material breach if the breaching party fails to cure within days after written notice specifying the breach.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" excludes information that is (i) publicly known through no fault of the recipient, (ii) rightfully received from a third party without restriction, or (iii) independently developed. The recipient shall protect Confidential Information with at least the same care as its own confidential materials and shall not use or disclose such information except to perform this Agreement. The obligations of confidentiality shall continue for years following termination or expiration of this Business Specs Sheet.

Intellectual Property

Unless otherwise agreed in writing, all Deliverables created specifically for Client under this Business Specs Sheet shall be considered "work made for hire" and ownership shall vest in Client upon final payment. If applicable law does not effectuate assignment as a work made for hire, Provider hereby assigns to Client all right, title and interest in the Deliverables. If limited license is granted instead, specify terms below.

Change Orders

Any change to the Scope of Work, Deliverables, or schedule shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify the scope change, schedule impact and compensation. Change order administrative fee:

Warranties; Limitation of Liability

Provider warrants that the services will be performed in a professional manner consistent with industry standards for a period of months from acceptance. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, BOTH PARTIES DISCLAIM ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS SPEC SHEET SHALL NOT EXCEED THE TOTAL AMOUNTS PAID UNDER THIS SPEC SHEET DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Business Specs Sheet shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Parties shall attempt good faith negotiation of disputes; if unresolved within 30 days, the dispute may be submitted to binding arbitration by agreement of the parties.

Entire Agreement

This Business Specs Sheet, together with any executed change orders and attachments explicitly incorporated herein, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notice is effective upon delivery if delivered personally, by nationally recognized courier, or by certified mail, return receipt requested.

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