Business Trim Document

Business Trim Document

Agreement Date:

Parties

Recitals

WHEREAS, Client: desires to obtain business trimming and related services described herein;

WHEREAS, Service Provider: represents that it has the experience and capability to perform such services under the terms of this Agreement;

WHEREAS, the Parties desire to set forth the terms and conditions under which the services will be performed and compensated.

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner and in accordance with industry standards.

Payment Terms

Client shall pay Service Provider as follows. All amounts are in USD unless otherwise specified.

Payments are due within days of invoice unless otherwise agreed in writing. Invoices shall itemize services rendered and any reimbursable expenses.

Late payments shall incur interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. A flat administrative late fee of may also be charged per delinquent invoice.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Either Party may terminate for convenience upon providing days' prior written notice to the other Party.

Upon termination, Client shall pay Service Provider for all services performed and reasonable, documented expenses incurred through the effective date of termination. Service Provider shall deliver any work in progress and reasonable transition assistance as requested by Client, to the extent applicable.

Confidentiality

Each Party (the "Receiving Party") will keep confidential and will not disclose or use any Confidential Information of the other Party except as required to perform its obligations under this Agreement. Confidential Information means non-public business, technical or financial information disclosed by one Party to the other, whether in writing, orally or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

The confidentiality obligations hereunder shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which the Receiving Party's obligations shall continue as long as such information remains a trade secret under applicable law.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against claims, losses or liabilities arising from the indemnifying Party's gross negligence or willful misconduct in the performance of this Agreement. Except for claims arising from gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable for consequential, incidental, special, punitive or exemplary damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement, including any schedules and attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by written notice. Notices shall be deemed given when delivered in person, by overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

Miscellaneous

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 without consent to an affiliate or to a successor by merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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