Electronic Document Template

Electronic Document Template

Parties and Effective Date

This Electronic Document Template Agreement ("Agreement") is made effective as of Day Month Year by and between the parties identified below.

Recitals

WHEREAS, Client seeks electronic document preparation, management, or related professional services as described herein; and

WHEREAS, Service Provider represents that it has the expertise, resources and legal authority to provide the electronic document services detailed in this Agreement; and

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the following services for Client. Services shall include creation, editing, formatting, secure transmission, and other electronic document services as expressly set forth below. The parties acknowledge that specific deliverables, milestones, and acceptance criteria are as described in this section.

Payment Terms

Client shall pay Service Provider for services rendered in accordance with the compensation terms below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Payments not received within the period specified in the Payment Schedule shall bear interest at the rate stated in the Late Fee field and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

The term of this Agreement shall commence on Start Date Day Month Year and shall continue until End Date Day Month Year unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") 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"). Receiving Party shall not use Confidential Information except as necessary to perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (a) is or becomes publicly known other than through an unauthorized disclosure by Receiving Party; (b) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is rightfully obtained by Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. If Receiving Party is compelled by law to disclose Confidential Information, it shall provide Disclosing Party prompt notice and reasonably cooperate to limit the scope of disclosure.

Representations, Warranties and Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. No amendment or waiver shall be effective unless in writing and signed by both parties.

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

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