Local Business RFC

LOCAL BUSINESS RFC

This Local Business RFC (the "Agreement") is entered into by and between with principal place of business at (hereinafter "Client"), and with principal place of business at (hereinafter "Service Provider").

RECITALS

WHEREAS, Client operates a local business requiring specialized services described herein and desires to engage Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and is willing to accept engagement on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this document to set forth their full understanding and binding commitment with respect to the matters described herein.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the total amount of for the services described above. Payments shall be made in accordance with the following schedule:

Invoices shall be submitted to Client in writing and are due within days of receipt. Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, or the maximum permitted by applicable law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date: and shall continue until the Term End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing. Confidential Information does not include information that (a) is or becomes generally available to the public other than through the Receiving Party's breach of this Agreement; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without a confidentiality obligation; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, shall not use Confidential Information except as necessary to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this section shall survive termination of this Agreement for a period of years.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law provisions. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth above or to such other address as a party may designate by written notice. Notices may be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested. Notice shall be effective upon receipt.

ADDITIONAL REPRESENTATIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the person signing below is authorized to bind such party. Service Provider further represents that services will be performed in a workmanlike manner and in accordance with applicable laws and regulations.

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