Letter of Agreement Draft

LETTER OF AGREEMENT DRAFT

This Letter of Agreement ("Agreement") is entered into effective as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client desires to retain Contractor to perform the services described herein and Contractor represents that it has the experience, personnel and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform such services and Client will compensate Contractor;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

2.1 Compensation. Client shall pay Contractor a total fee of $ (USD) for the services described in Section 1, subject to the payment schedule below.

2.2 Deposit. Upon execution of this Agreement, Client shall pay a deposit equal to % of the total fee, unless otherwise agreed in writing.

2.3 Invoicing and Payment. Contractor shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt.

2.4 Late Payment. Any amount not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law, whichever is less), and Client shall pay all reasonable costs of collection, including attorneys' fees.

2.5 Expenses and Taxes. Client shall reimburse Contractor for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of services. All fees are exclusive of taxes; Client shall be responsible for sales, use or other transactional taxes, if any, excluding taxes based on Contractor's net income.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Contractor for all services performed and approved expenses incurred through the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether marked confidential or not, 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.

4.2 Obligations. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

4.3 Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law, provided it gives prompt notice and cooperates with the disclosing party to seek protective measures.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

5.1 Mutual Representations. Each party represents that it has the full right, power and authority to enter into and perform this Agreement and that its execution of this Agreement will not violate any other agreement.

5.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of that party's gross negligence or willful misconduct in the performance of this Agreement. The indemnifying party shall pay reasonable costs and attorneys' fees incurred in defending such claims.

6. GOVERNING LAW

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

7. ENTIRE AGREEMENT

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

8. NOTICES

Notices shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth above or to such other address as a party may specify in writing.

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign this Agreement in connection with a merger or sale of substantially all of its assets.

9.2 Remedies. The remedies available to the parties under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4 Counterparts and Electronic Signatures. 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. Signatures delivered by electronic means (including scanned or electronic signatures) are deemed original for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Letter of Agreement to be executed by their duly authorized representatives as of the dates set forth below.

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