Business Terms Merged

Business Terms Merged

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name represents that it operates and conducts business in the ordinary course and requires certain services identified below; and

WHEREAS, Service Provider Name possesses the requisite expertise, personnel and capacity to perform the services described in this Agreement and is willing to perform such services on the terms set forth herein; and

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

1. Scope of Work

The Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards and the schedule set forth in the Description of Services. Any material change to the scope shall be documented in a written change order signed by both parties.

2. Payment Terms

If any undisputed payment is not received within days after the due date, interest shall accrue at % per month on the overdue balance, or the maximum rate permitted by applicable law, whichever is lower. In addition, the Service Provider may suspend performance upon thirty (30) days' written notice for nonpayment.

3. Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. 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.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party 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 or exercise rights under this Agreement; (b) protect Confidential Information with 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, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that is already known by the receiving party without restriction, becomes publicly known through no fault of the receiving party, or is rightfully obtained from a third party without obligation of confidentiality.

The obligations in this section shall survive termination or expiration of this Agreement for following the date of termination.

5. Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

6. Notices

All notices required or permitted hereunder shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses provided above or such other address as a party may designate by written notice.

7. Governing Law

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 agree that any dispute arising out of or relating to this Agreement shall be resolved in state or federal courts located in the county of the governing state, and each party hereby submits to the exclusive jurisdiction and venue of such courts.

8. Entire Agreement; Amendment

This Agreement, including the Scope of Work and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein shall create an agency, partnership, joint venture or employment relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding to the same extent as original signatures.

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