Business Vendor Packet

BUSINESS VENDOR PACKET

Effective Date:

Parties

Company Name:    Vendor Legal Name:

Recitals

WHEREAS, Company desires to obtain certain goods and/or services in the ordinary course of its business; and

WHEREAS, Vendor represents that Vendor is duly qualified, licensed and able to provide such goods and/or services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Vendor will provide such goods and/or services to Company.

Vendor Information

Corporation    LLC    Sole Proprietor    Partnership    Other:

Scope of Work

Describe in detail the goods and/or services Vendor will provide, including deliverables, milestones, performance standards and acceptance criteria:

Payment Terms

Total Fee/Compensation: $

Payment Terms: Net days from date of invoice.

Late Fee: % per month OR Flat Fee: $

ACH/Direct Deposit    Check    Credit Card    If ACH, remit to (Bank, Account, Routing):

Term and Termination

Contract Start Date:    Contract End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause (material breach) may be effected immediately if the breaching party fails to cure within days after written notice specifying the breach.

Confidentiality

Vendor and Company acknowledge that, in the course of performing this Agreement, each party may receive confidential or proprietary information ("Confidential Information") of the other. Each party agrees: (a) to hold Confidential Information in strict confidence and not disclose it to third parties except to employees, agents or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein; (b) to use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) to take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, lawfully received from a third party without breach of any obligation of confidentiality, or independently developed without use of the disclosing party's Confidential Information.

Insurance and Compliance

Vendor shall maintain insurance coverage appropriate to the services provided, including commercial general liability and, where required, workers' compensation. Minimum limits: General Liability $. Vendor shall provide certificates of insurance upon request and shall name Company as an additional insured where applicable.

Indemnification

Vendor shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorney fees) arising out of Vendor's negligence, willful misconduct or breach of this Agreement, including claims relating to Vendor's employees, agents or subcontractors.

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.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of the Agreement will not violate any other agreement to which it is a party, and that it will comply with all applicable laws and regulations in performing its obligations hereunder.

Entire Agreement

This Agreement (including any attachments or statements of work executed by the parties) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Attachments and Acknowledgments

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