Business Witt Document

BUSINESS WITT DOCUMENT

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

WHEREAS

WHEREAS, Client Name requires certain business, advisory and operational services related to its business activities and has solicited the services of Service Provider Name to provide such services on the terms set forth herein;

WHEREAS, Service Provider Name represents that it has the necessary expertise, personnel and resources to perform the services described in this Agreement and agrees to perform such services subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereby agree as follows.

SCOPE OF WORK

The Provider shall perform the services described above in a professional manner consistent with industry standards. Any changes to the Scope of Work that materially alter fees or deadlines shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

Invoices shall be submitted in accordance with the Payment Schedule. Payment is due within the number of days specified in the schedule following receipt of an invoice unless otherwise agreed in writing. If any undisputed amount is not paid when due, the Provider may suspend performance and shall be entitled to recover collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement upon the giving of the required notice, or immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party to the other in connection with this Agreement, whether oral, written or in electronic form, 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. Each party agrees to (a) maintain the confidentiality of Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for performance or enforcement of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify such destruction if requested.

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. Any dispute arising out of or relating to this Agreement shall be resolved in the courts of that State or by arbitration if the parties agree in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and 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, negotiations and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in connection with a merger, acquisition or sale of substantially all of its assets. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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