Business TEI Form

Business TEI Form

Parties and Identification

Corporation LLC Partnership Sole Proprietorship Other:

Recitals

WHEREAS, Service Provider: is engaged in the business of providing professional services and possesses the expertise necessary to perform the services described herein;

WHEREAS, Client: desires to engage Service Provider to perform such services pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that the business TEI information provided above be incorporated into this Agreement for purposes of invoicing, tax reporting and formal identification.

Scope of Work

Service Provider will perform the services described below in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria are set forth as follows.

Payment Terms

Client shall pay Service Provider in consideration for the services rendered in accordance with the schedule and amounts set forth below. All amounts are payable in lawful U.S. currency unless otherwise agreed in writing. Unless otherwise stated, fees exclude applicable taxes which, if required, shall be paid by Client.

Invoices are due within the period set forth in the payment schedule. If Client fails to pay any undisputed amount when due, Service Provider may suspend performance after providing notice and an opportunity to cure not less than seven (7) days. Overdue amounts shall accrue interest at the rate set forth above or, if no rate is specified, at 1.5% per month (18% per annum) to the extent permitted by law.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination, including any non-cancellable commitments made by Service Provider in accordance with prior written approval by Client.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets and business TEI information shall be protected for as long as permitted by applicable law.

By checking this box, the signing party acknowledges the confidentiality obligations described above.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for breaches of confidentiality and indemnification obligations, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, and each party's aggregate liability for any claim under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction 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, together with any exhibits, schedules, or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice to the other. Notice is effective upon receipt.

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