Miscellaneous Document Template

DOCUMENT NAME

Parties

Recitals

WHEREAS, Client Name: desires to engage the Service Provider to perform certain business services as described below; and

WHEREAS, Service Provider Name: represents that it has the experience, ability, and resources to perform such services and is willing to perform them on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing the provision of services, payment, confidentiality, term, and termination.

Scope of Work

Service Provider shall perform the services and deliverables set forth below in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for the performance of the Scope of Work. All amounts are expressed in lawful currency.

Deposit of due upon execution;

Remaining balance payable in installments:

Or full payment due upon completion and acceptance.

If any payment is not made when due, interest shall accrue on the outstanding amount at the rate specified in Late Payment Fee above, and Service Provider may suspend performance after five (5) days' prior written notice until payments are brought current. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, if collection becomes necessary.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice of Notice Period: days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Any provisions that by their nature survive termination shall remain in effect.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Confidential Information includes business plans, financial data, technical information, and any other proprietary material.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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 a reasonable degree of care; and (c) not disclose Confidential Information except to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, that is rightfully received from a third party without restriction, or that is independently developed without reference to the receiving party's access to the Confidential Information.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further warrants that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

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 principles. The parties agree to seek resolution of any dispute through good faith negotiation and, if unresolved, through binding arbitration conducted in the county where the Service Provider's principal office is located, unless the parties mutually agree otherwise.

Entire Agreement; Amendments

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 agreements, representations, and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a sale of substantially all its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon delivery by hand, confirmed delivery by a nationally recognized courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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