Business WIQ Document

Business WIQ Document

This Business WIQ Document (the "Agreement") is entered into as of by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client seeks to engage Service Provider to provide professional services, analysis, and deliverables described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the Scope of Work under the terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

Scope of Work

Service Provider shall perform the services, tasks, and deliverables described below. The Scope of Work identifies the primary activities, deliverables, milestones, and acceptance criteria. Any changes to the Scope of Work shall be made only by written amendment signed by both parties.

Payment Terms

In consideration for the services provided by Service Provider, Client shall pay the amounts specified below in accordance with the schedule set forth. All fees are exclusive of applicable taxes unless otherwise stated. Service Provider shall submit written invoices in accordance with the schedule below and Client shall pay undisputed amounts within the stated term.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") 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 excludes information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to Recipient prior to disclosure by Discloser without breach of any obligation of confidentiality; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of Discloser's Confidential Information.

Recipient shall (i) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (ii) restrict disclosure to its employees, contractors, and agents having a need to know, and (iii) not use Confidential Information for any purpose other than performance under this Agreement. These obligations shall remain in effect for years from the date of disclosure, unless a longer period is required by law.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including the Scope of Work and any written amendments signed by both parties, 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. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Each party represents that it has the authority to enter into this Agreement. The failure of either party to enforce any right shall not be deemed a waiver. If any provision is held invalid, the remainder shall remain enforceable.

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