Business T & A Document

Business T & A Document

This Business T & A Document (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain tasks, testing and analysis services, technical assistance, or other work as set forth in this Agreement; and

WHEREAS, Service Provider has the expertise, personnel and resources necessary to perform the Scope of Work and agrees to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement define the rights, responsibilities and liabilities of the parties with respect to the services and related deliverables provided by Service Provider to Client.

Scope of Work

Service Provider shall provide the services, deliverables and tasks described below. The description shall identify the nature, performance standards, deliverable format and acceptance criteria for each item of work.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for performance of the Scope of Work. All sums are payable in United States currency unless otherwise agreed in writing.

Late Payment: If any undisputed amount remains unpaid after the due date, Client shall pay interest on the unpaid amount at the lesser of (a) per month, or (b) the maximum lawful rate, and a late fee of for each month payment is overdue. Payments not received when due shall also be subject to collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, customer, pricing information, trade secrets and any other information reasonably understood to be confidential disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that is (i) publicly available without breach of this Agreement, (ii) known to Receiving Party prior to disclosure, (iii) independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or (iv) rightfully received from a third party without restriction.

Remedies: Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages may be inadequate and the Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies.

Governing Law

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

Entire Agreement

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the address provided above or such other address as a party designates in writing.

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