Business Standard Document

BUSINESS STANDARD DOCUMENT

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

RECITALS

WHEREAS, Client requires certain services and deliverables in connection with the business activity described in this Agreement; and

WHEREAS, Service Provider represents that it has the professional capability, personnel and resources necessary to perform the services described herein and agrees to provide such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and obligations governing their relationship under this Agreement.

SCOPE OF WORK

The services to be provided shall include all labor, materials, equipment and supervision necessary to perform the work set forth in the Description of Services. Any changes to the Scope of Work must be approved in writing by authorized representatives of both parties and, where applicable, may result in an adjustment to the fees and schedule.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the rate of on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. Client shall be responsible for any taxes, duties or other governmental charges associated with payments under this Agreement, except for taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless sooner terminated in accordance with this section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period specified above after receipt of written notice. Either party may also terminate this Agreement without cause upon providing the other party the notice specified above. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). "Confidential Information" means non-public information disclosed in any form that a reasonable person would understand to be confidential. Recipient agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care as used to protect its own confidential information, but no less than a reasonable standard of care; (b) use Confidential Information solely for the performance or exercise of rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) was in Recipient's possession without restriction prior to disclosure by Discloser; (ii) is or becomes publicly available through no breach of this Agreement; (iii) is rightfully obtained by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Upon written request or upon termination of this Agreement, Recipient shall return or destroy all Confidential Information and certify such return or destruction upon request.

LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, special or consequential damages, or lost profits, whether in contract, tort, or otherwise. The parties' aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in 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 conflict of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

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 this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below. Notice is effective upon receipt.

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