Business Urgent Document

BUSINESS URGENT DOCUMENT

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

WHEREAS

WHEREAS, Client requires time-sensitive business services and has requested that the Service Provider perform such services on an expedited basis in accordance with the terms set forth herein; and

WHEREAS, Service Provider represents that it has the capability, personnel, and capacity to perform the required expedited services with the priority and diligence reasonably necessary to meet Client's urgent operational needs; and

WHEREAS, the parties desire to set forth the scope, timing, compensation, confidentiality, and other material terms governing the performance of the urgent services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. The parties acknowledge that expedited handling and priority scheduling may be subject to premium charges as set out in this section.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach of its terms if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Notwithstanding the foregoing, Client may terminate immediately for cause where Service Provider's failure to perform poses imminent material risk to Client's operations; such termination will not relieve Client of payment obligations for services performed to the date of termination, including any expedited handling fees earned.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or operational 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 given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly available without breach of this Agreement, (b) rightfully known to the receiving party prior to disclosure, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall take reasonable measures to protect the confidentiality of such information consistent with industry standards.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written statements of work expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, negotiations and discussions. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL NOTICES

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