Business Term Conditions

BUSINESS TERM CONDITIONS

This Business Term Conditions Agreement ("Agreement") is entered into as of by and between:

Provider Name:    Provider Address:

Client Name:    Client Address:

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and has the qualifications, experience, and ability to perform the services described in this Agreement;

WHEREAS, Client desires to retain Provider to perform such services on the terms and conditions set forth herein, and Provider desires to perform such services for Client in accordance with those terms and conditions;

WHEREAS, the parties intend that the compensation, scope, confidentiality, and other material terms be governed by this written Agreement.

Scope of Work

The Provider shall perform the Services set forth above in a professional and workmanlike manner in accordance with industry standards. Any material change to the Scope of Work shall require a written change order signed by authorized representatives of both parties.

Payment Terms

Invoices shall be submitted by Provider to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. All payments shall be made in United States Dollars unless otherwise agreed in writing.

If Client fails to pay any undisputed amount when due, Provider may suspend performance of Services after giving ten (10) days' prior written notice and may recover all reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for Services performed and approved expenses incurred through the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches a material provision of this Agreement and the breach remains uncured for fifteen (15) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means nonpublic, proprietary, or confidential information disclosed by a disclosing party to a receiving party, whether disclosed orally, visually, or in writing, 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. Confidential Information does not include information which: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party; (b) was known to the receiving party prior to disclosure by the disclosing party without an obligation of confidentiality; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used in providing the Services. To the extent Provider creates deliverables specifically for Client under this Agreement ("Work Product"), Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use such Work Product for Client's internal business purposes upon full payment of all fees due.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider warrants that Services will be performed in a competent and professional manner. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS." IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS 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 laws principles. The parties consent 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.

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor by merger or acquisition.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses specified above or such other address as a party may designate in writing.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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

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