Client Revised OTP Template

CLIENT REVISED OTP TEMPLATE

This General Business Agreement ("Agreement") is entered into on by and between Client Name: and Service Provider Name: . Collectively the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider has the demonstrated capability and agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend for this Agreement to establish the scope, schedule, compensation, confidentiality obligations and other terms that will govern the relationship between the Parties with respect to the work described below.

WHEREAS, the Parties may revise and document specific project terms using written change orders signed by authorized representatives of both Parties.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total sum of $ for the services described in the Scope of Work, subject to adjustments for approved change orders.

Invoicing: Service Provider will invoice Client in accordance with the Payment Schedule. Payment is due within days of Client's receipt of an undisputed invoice. Disputed amounts must be notified in writing within the same period.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either Party, whether oral, written or electronic, 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.

Obligations: Each Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving Party; (ii) was already known to the receiving Party without obligation of confidentiality at the time of disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information. A receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt written notice to the disclosing Party and cooperates in seeking a protective order or confidential treatment.

Survival: The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within 30 days, the Parties may proceed to mediation, and if mediation fails, either Party may seek any available legal or equitable remedies in a court of competent jurisdiction in the governing state.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, proposals and agreements, whether written or oral, relating to its subject matter.

Amendment; Waiver: Any amendment or waiver of this Agreement must be in writing signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver.

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except to an acquirer of all or substantially all of the assigning Party's assets or business.

NOTICES

CHANGE ORDERS

All changes to the Scope of Work, fee, schedule or other material terms shall be documented in a written change order signed by authorized representatives of both Parties. Service Provider shall not be required to perform work beyond the Scope of Work absent an executed change order.

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