Business Upgrades Form

BUSINESS UPGRADES FORM

This Business Upgrades Agreement (the "Agreement") is made effective as of Effective Date: by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform business upgrades and related services described herein; and

WHEREAS, Client desires to engage Service Provider to perform specified upgrade work at Client's business premises and Client desires to pay for such work under the terms set forth in this Agreement; and

WHEREAS, the parties intend to set forth the full scope, payment terms, confidentiality obligations, and other material terms applicable to the upgrades.

SCOPE OF WORK

Service Provider shall perform the upgrades and related services described below. The Work shall be performed in a professional manner consistent with industry standards and in accordance with any schedules set forth herein.

UPGRADE ITEMS (ITEMIZED)

Item 1

Item 2

Item 3 (optional)

PAYMENT TERMS

Client agrees to pay Service Provider the amounts specified below in consideration for the Work. All payments are due in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence any Confidential Information disclosed by the other party (the "Disclosing Party"). "Confidential Information" includes non-public business information, technical data, plans, pricing, and customer data but excludes information that is publicly known or independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information except to employees, contractors or agents who have a need to know and are bound to confidentiality obligations at least as restrictive as those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for Confidentiality Period (years):

WARRANTIES AND LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD 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 conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

APPROVAL AND AUTHORIZATION

The undersigned representatives warrant that they are authorized to bind their respective parties to this Agreement. Approval for the upgrades described above is indicated by signature below.

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