Business Terms and Conditions Template

BUSINESS TERMS AND CONDITIONS

Client Name:    Service Provider Name:

Effective Date:    Agreement Reference:

WHEREAS

WHEREAS, Client Name: desires to engage the Service Provider to perform certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel and resources to perform such services on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services, deliverables, milestones and specifications described below. The work shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Compensation for the services described in this Agreement shall be paid as follows. All amounts are in the currency specified by the parties.

Invoices shall be submitted in writing and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and not disclose to any third party any Proprietary Information of the other party (the "Discloser"). Proprietary Information includes, but is not limited to, business plans, pricing, customer lists, technical data and trade secrets disclosed in any form.

The Recipient shall use Proprietary Information only for the purposes of performing its obligations under this Agreement and shall disclose such information only to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall not apply to information which (a) is or becomes publicly known through no breach of this Agreement, (b) is lawfully received from a third party without restriction, (c) is independently developed by the Recipient without use of the Discloser's Proprietary Information, or (d) is required to be disclosed by law, provided the Discloser is given prompt notice and reasonable assistance to contest the disclosure.

Confidentiality Term: after termination or expiration of this Agreement.

 Disclosure to Affiliates and subcontractors necessary to perform the services (provided such parties are bound to confidentiality obligations).

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided no settlement admitting liability may be made without the indemnified party's consent.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party's aggregate liability under this Agreement exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) 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 choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be sent to the addresses below and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the mail postage prepaid.

ADDITIONAL 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 either party may assign this Agreement in connection with a merger, sale of substantially all its assets, or change of control.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that most nearly effects the original intent.

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