Highlighted Sections Document

HIGHLIGHTED SECTIONS DOCUMENT

This Highlighted Sections Document (the "Agreement") is entered into by and between Client Name: and Contractor Name: effective as of Effective Date: .

WHEREAS

WHEREAS, Client requires certain services and deliverables specifically described in the Scope of Work below, and Contractor possesses the requisite experience, personnel, and resources to provide those services under the terms and conditions set forth herein;

WHEREAS, the parties intend that certain provisions of this Agreement be highlighted and expressly identified for emphasis; accordingly the parties agree that the sections entitled Scope of Work, Payment Terms, Term and Termination, and Confidentiality shall govern their respective obligations and remedies;

WHEREAS, the parties acknowledge and agree that performance shall commence on the Effective Date and proceed pursuant to the schedule and conditions stated in this Agreement.

SCOPE OF WORK

Contractor shall perform the services and deliver the deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Contractor for services rendered in accordance with the following terms. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of Late Fee: on the outstanding balance, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred to enforce payment where permitted by law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice no less than Notice Period (days): days to the other party. Termination for cause is permitted where a material breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

During the term of this Agreement and for Confidentiality Duration (years): years thereafter, each party shall hold in confidence and not disclose to any third party any nonpublic information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential information does not include information that is (a) already known to the receiving party without restriction, (b) becomes publicly known other than through breach of this Agreement, or (c) is independently developed without reference to the disclosing party's confidential information.

Each party shall use at least reasonable care to protect the other's confidential information and shall limit dissemination to personnel with a need to know. Remedies at law for unauthorized disclosure may be inadequate and the disclosing party shall be entitled to injunctive relief and any other remedies available under law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to its conflict of laws principles. Venue for any action arising under this Agreement shall lie in the courts of the specified state unless otherwise required by mandatory law.

ENTIRE AGREEMENT

This Agreement, including any attachments and the highlighted sections contained herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that each has had the opportunity to review this Agreement with counsel and that any rule construing ambiguities against the drafter shall not apply.

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