Business SS Document

Business SS Document

This Business SS Document (the "Agreement") is entered into as of by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and has represented that it possesses the skill, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services pursuant to the terms set forth herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their entire agreement in writing to avoid misunderstandings and to define their respective rights and obligations.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $

Late Payment Fee: on overdue amounts from the due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, if applicable.

TERM AND TERMINATION

Term Commencement Date: . Termination Date or Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligations to pay for services properly rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any nonpublic information disclosed by either party to the other, whether oral, written or electronic, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes public through no breach by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Disclosure compelled by law is permitted only after providing prompt notice to the disclosing party and, where possible, seeking protective measures.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the disclosing party is entitled to seek injunctive relief and other equitable remedies in addition to any other available remedy.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, 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.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

Notices: Any notices required or permitted hereunder shall be in writing and delivered to the addresses listed above or to such other address as either party may designate by written notice to the other.

SIGNATURES

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