Business Terms Draft

BUSINESS TERMS DRAFT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to obtain certain business services from Service Provider and Service Provider has represented that it is qualified and willing to perform such services under the terms set forth herein.

WHEREAS, the parties agree that the effective date of these Business Terms is: Effective Date: , and the parties intend these terms to govern their relationship as set forth below.

WHEREAS, the parties desire to reduce to writing the scope, payment framework, term, confidentiality obligations and other material business terms set forth herein.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and any acceptance criteria shall be documented in writing and signed by both parties or otherwise incorporated by reference into this agreement.

Payment Terms

Total Contract Amount: $ .

Invoices shall be submitted in writing to the paying party and are due within days of receipt unless otherwise agreed in writing. Payments not received within the agreed period shall incur interest at % per month (or the maximum rate permitted by law, whichever is lower) calculated from the due date until paid in full.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if the breach is not cured within days after written notice specifying the breach. Termination for insolvency, bankruptcy or cessation of business may be immediate and without cure period.

Confidentiality

Each party shall maintain in strict confidence all non-public, proprietary or business information disclosed by the other party that is marked or reasonably understood to be confidential (“Confidential Information”). Confidential Information shall not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) is rightfully received from a third party without breach of any obligation of confidentiality, or (c) is independently developed without access to the disclosing party’s Confidential Information.

The receiving party shall use Confidential Information solely for the purposes of performing under this agreement and shall not disclose it to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify in writing that such disposition has occurred.

Liability; Indemnification

Each party shall be liable for its own negligence and willful misconduct. Service Provider shall indemnify and hold Client harmless from third-party claims arising out of Service Provider’s gross negligence, willful misconduct or material breach of representations contained herein. Except for liability arising from willful misconduct or a party's breach of confidentiality or indemnity obligations, neither party’s aggregate liability for any claim shall exceed the total fees paid under this agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties shall first attempt to resolve any dispute promptly by good faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration before a single arbitrator in the county where the Client's principal place of business is located, pursuant to the arbitration rules selected by the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This document, together with any attachments or documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and executed by authorized representatives of both parties.

Miscellaneous

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 a party may assign to an affiliate or in connection with a sale of substantially all of its assets or a merger.

Notices: Any notice required or permitted hereunder shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate in writing.

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