E-Sign Business Agreement

E-Sign Business Agreement

This E-Sign Business Agreement (the "Agreement") is entered into as of the Effective Date below by and between the parties identified herein.

Parties

Effective Date: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services described in this Agreement and Service Provider has represented that it possesses the qualifications, experience and abilities to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties intend that this Agreement be executed electronically and that electronic signatures and records governing this transaction satisfy any legal requirement for written signatures or records; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client and under which Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the services described below and any other services the parties may mutually agree to in writing. Service Provider agrees to perform the services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees and expenses as set forth below. Service Provider shall submit invoices in accordance with the schedule below and Client shall pay invoices in accordance with these terms.

Late Payment: If any undisputed amount is not paid within days after the due date, Client shall pay a late fee equal to % per month of the outstanding amount or a flat fee of , whichever is greater.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. 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

Each party (the "Recipient") shall maintain as confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (the "Discloser"). "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement, whether disclosed orally, visually or in writing, and identified as confidential or that reasonably should be understood to be confidential. Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is (i) publicly available without breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the Discloser's Confidential Information, or (iv) required to be disclosed by law, provided the Recipient gives prompt notice and cooperates with the Discloser to seek protective measures when permitted.

Recipient acknowledges obligations of confidentiality and non-disclosure as set forth above.

Electronic Signatures

The parties consent to conduct this transaction by electronic means. Each party agrees that electronic signatures and electronic records evidencing assent to this Agreement are intended to have the same force and effect as handwritten signatures and original paper records and are legally binding. By signing below, each signatory represents that they have the authority to bind the party for whom they sign.

Each party consents to electronic execution of this Agreement and acknowledges receipt of an executed copy in electronic form.

Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement and Miscellaneous

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

Notices

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