Business Total Template

BUSINESS TOTAL TEMPLATE

Parties

Recitals

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

WHEREAS, Service Provider Name: has represented that it has the experience, personnel and ability to perform the services described in this Agreement; and

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

Scope of Work

Service Provider shall perform the services described below with the degree of skill, care and diligence consistent with industry standards. Service Provider shall provide all labor, materials, equipment and supervision necessary to complete the work, unless otherwise provided in writing.

Payment Terms

As full and complete compensation for performance of the Scope of Work, Client shall pay Service Provider the amounts and according to the schedule set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted in writing and, unless otherwise agreed in writing, payments are due within days from invoice date. Late payments shall incur interest at the rate of % per month (or the maximum permitted by law), assessed beginning on the day after the due date.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until the Completion Date, unless earlier terminated pursuant to this section.

Effective Date:     Completion Date:

Either party may terminate this Agreement for convenience upon written notice no fewer than days to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services rendered and reimbursable expenses incurred through the effective date of termination, subject to any setoffs for documented deficiencies.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement. "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed in any form by the Disclosing Party.

The obligations of confidentiality do not apply to information that: (a) is or becomes public without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify in writing that it has complied. The parties acknowledge that monetary damages may be inadequate and that injunctive relief may be sought to prevent actual or threatened breaches of this Section.

Insurance and Indemnity

Service Provider shall maintain at its expense insurance customary for the industry and sufficient to cover its obligations under this Agreement. Service Provider shall indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses arising out of Service Provider's negligent performance or willful misconduct.

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. Venue for any dispute will be in the state or federal courts located within that State.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Entire Agreement

This Agreement, together with all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, understandings and agreements, whether written or oral.

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