Business SPJ Document

BUSINESS SPJ DOCUMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client desires to engage Contractor to perform the services and deliverables described in this agreement and Contractor represents that Contractor possesses the expertise, experience, personnel and resources necessary to perform such services in accordance with the terms set forth herein.

WHEREAS, Contractor agrees to perform the services for Client on the terms and conditions set forth in this Business SPJ Document, and both parties intend that their respective rights and obligations be governed exclusively by this agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Contractor shall perform the services and deliver the work product described below. The description shall identify specific tasks, deliverables, milestones, and acceptance criteria. Any material change to scope shall require written amendment signed by both parties.

Payment Terms

Client shall pay Contractor for satisfactory performance in accordance with the following pricing and schedule. All amounts are exclusive of taxes unless otherwise stated. Contractor shall invoice Client in accordance with the schedule below and Client shall pay undisputed amounts within the time specified.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law if lower), computed monthly from the date due until paid. In addition to interest, Client shall reimburse Contractor for reasonable costs of collection, including attorneys' fees.

Term and Termination

This agreement shall commence on and shall continue until unless earlier terminated as provided below.

Termination without Cause: Either party may terminate this agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Obligations on Termination: Upon termination, Contractor shall cease work and deliver to Client all completed work product and any work in progress for which Client has paid. Client shall promptly pay Contractor for work performed and expenses incurred through the effective date of termination, subject to Client's right to set off amounts for uncured defaults.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party arising out of or relating to this agreement including business plans, pricing, technical data, trade secrets, and client lists. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was known to the recipient without restriction prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Non-Disclosure and Use: Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose or use such information except to perform under this agreement or as required by applicable law. A recipient required to disclose Confidential Information by law shall give prompt notice to the disclosing party to allow it to seek protective relief.

Return or Destruction: Upon termination or written request, the recipient shall promptly return or securely destroy all Confidential Information and certify such return or destruction in writing.

Representations; Indemnity; Insurance

Each party represents that it has full power and authority to enter into this agreement and perform its obligations. Contractor shall perform the services in a professional and workmanlike manner in accordance with industry standards. Contractor shall indemnify, defend and hold harmless Client from third party claims alleging that Contractor's performance infringes a third party's intellectual property rights, provided Client gives prompt notice and reasonable cooperation in the defense.

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 the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this agreement.

Entire Agreement; Amendment; Survival

This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties. Provisions that by their nature should survive termination or expiration of this agreement shall survive, including confidentiality, indemnity, payment, and governing law.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Independent Contractor: Contractor is an independent contractor and not an employee, agent, or partner of Client. Notices: Notices shall be in writing and delivered to the addresses set forth above or to other addresses provided in writing by the parties.

Business Identifiers

Individual    Corporation    LLC    Other

Individual    Corporation    LLC    Other

Acknowledgment

Each party acknowledges that it has read and understands this agreement and agrees to be bound by its terms. The person signing on behalf of each party represents and warrants that he or she is duly authorized to execute this agreement on behalf of that party.

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