Business Taga Template

BUSINESS TAGA TEMPLATE

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing and possesses the expertise, personnel and resources necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to provide the services described herein, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. Effective Date:

Scope of Work

Service Provider shall perform the services, tasks and deliverables as described below. Service Provider shall furnish all labor, materials, equipment and supervision necessary to complete the Scope of Work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in full consideration for the services rendered under this Agreement.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is less.

Expenses: Client shall reimburse Service Provider for reasonable pre-approved out-of-pocket expenses incurred in connection with performance of the Scope of Work upon submission of appropriate documentation.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered no fewer than days prior to the effective termination date.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party (the Discloser) to the other (the Recipient), whether oral, written, electronic or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Non-Disclosure and Use Restrictions: Recipient shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to its employees, agents or subcontractors who have a need to know and who are bound to confidentiality no less protective than this Agreement, and shall not use Confidential Information except to perform its obligations under this Agreement. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement by Recipient; (b) is rightfully received by Recipient from a third party without restriction; (c) was known to Recipient prior to disclosure; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Compelled Disclosure: If Recipient is legally compelled to disclose Confidential Information, Recipient shall provide Discloser prompt written notice of the compulsion to allow Discloser to seek a protective order or other appropriate remedy.

Survival: The confidentiality obligations under this section shall survive termination or expiration of this Agreement for a period of years.

Representations and Warranties

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary action.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of the Confidentiality section, neither party shall be liable to the other for any indirect, incidental, special or consequential damages, nor for lost profits, regardless of the form of action.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to submit to binding arbitration in the county in which the prevailing party maintains its principal place of business.

Entire Agreement; Amendments

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

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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