Instruction Template

INSTRUCTION TEMPLATE

This Instruction Template (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain instructions, specifications and related services in connection with the performance described in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel and facilities to provide such instructions and perform the services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective obligations, the scope of work, payment terms and other material terms in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliver the instructions and deliverables described below in accordance with the standards of care customarily exercised by professionals performing similar services.

PAYMENT TERMS

Client shall pay Service Provider in consideration for the Services as follows. All amounts are expressed in the currency specified by Client herein.

Invoices are due in accordance with the Payment Schedule. Overdue amounts shall accrue interest at the Late Payment Fee specified above, calculated from the due date until paid. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, if any.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience by providing the other party the written notice set forth above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of its payment obligations for Services performed or costs incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public information marked or otherwise identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each recipient shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this clause shall remain in effect for years following termination or expiration of this Agreement, except for information that is a matter of public record or rightfully obtained from a third party without restriction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Agreement, including any attachments incorporated by reference and any written instructions subsequently executed by the parties, constitutes the entire agreement between Client and Service Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of the assigning party's assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties confirm they are independent contractors and no agency, joint venture or employment relationship is created by this Agreement.

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