Executed DPF Document

Executed DPF Document

Recitals

WHEREAS, Client Name: desires to obtain certain deliverables and services as described herein; and

WHEREAS, Provider Name: represents that it has the skill and capacity to perform the services set forth in this Executed DPF Document; and

WHEREAS, the parties desire that this document memorialize the scope, payment terms, confidentiality obligations, and governing law applicable to their relationship effective as of Effective Date: .

Scope of Work

The Provider shall perform the services and deliverables described below. Provider will exercise commercially reasonable efforts to meet delivery schedules and specifications set forth in this document.

Payment Terms

Client shall pay Provider in accordance with the following terms. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Any unpaid amount not received within days of the due date shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Executed DPF Document shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this agreement for convenience upon providing written notice at least days prior to the effective termination date. Upon termination for convenience, Provider shall be paid for all work performed and reimbursable expenses incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this document and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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 recipient shall (a) use Confidential Information solely to perform its obligations under this document, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (c) not disclose Confidential Information to any third party except to its affiliates, employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that (i) is or becomes generally available to the public other than by breach of this document, (ii) was known to the recipient prior to disclosure without restriction, (iii) is received from a third party having lawful right to disclose, or (iv) is independently developed by the recipient without use of the discloser's Confidential Information. Upon termination or written request, recipient shall return or destroy confidential materials and certify such destruction upon request.

Governing Law and Dispute Resolution

This Executed DPF Document shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of laws principles. The parties shall seek to resolve disputes in good faith through negotiation. If a dispute cannot be resolved by negotiation within 30 days, the parties may pursue any remedies available at law or in equity.

Entire Agreement; Amendments

This document, including any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this document must be in writing and signed by authorized representatives of both parties.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this document and to perform its obligations hereunder, and that its execution and performance will not violate any applicable law or contractual obligation to third parties.

Notices

Notices required or permitted under this document shall be in writing and delivered to the addresses above by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

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