Executed Contract Template

Executed Contract Template

Parties

This Agreement is executed as of the Effective Date below by and between:

Recitals

WHEREAS, Client desires to retain Contractor to perform certain services described herein and Contractor has represented that it possesses the requisite experience, skill and personnel to perform such services; and

WHEREAS, Client and Contractor desire to set forth the terms and conditions under which Contractor will perform the services for consideration, all as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards:

Payment Terms

As full compensation for the services rendered under this Agreement, Client shall pay Contractor the amounts and according to the schedule set forth below.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the rate of , or the maximum rate permitted by law, whichever is less. Client shall also be responsible for any collection costs and reasonable attorneys' fees incurred by Contractor to collect overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for work performed and expenses incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") agrees to hold in confidence and not to use or disclose any confidential or proprietary information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. Confidential information does not include information that is or becomes publicly known through no breach of this Agreement, or that is developed independently by the Receiving Party without use of the Disclosing Party's confidential information. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's confidential information as it uses to protect its own confidential information, but in no event less than reasonable care.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy all copies of the Disclosing Party's confidential information, subject to retention of one archival copy for compliance purposes.

Representations; Indemnification; Limitation of Liability

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or its negligent or willful misconduct. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total amount paid or payable to Contractor under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the dispute shall be resolved by binding arbitration conducted by a neutral arbitrator in the county where the Client's principal place of business is located, unless the parties mutually agree otherwise. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may assign to a successor in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership or joint venture.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed originals.

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