Notarized Document Template

NOTARIZED DOCUMENT TEMPLATE

This Notarized Document Template (the Agreement) is entered into by and between:

Party A (Provider):    Address:

Party B (Recipient):    Address:

WHEREAS

WHEREAS, Party A has expertise and capacity to perform the services described in this Agreement and is willing to provide such services to Party B under the terms set forth herein; and

WHEREAS, Party B desires to engage Party A to perform the services and to obtain certain deliverables, and the parties desire that certain signatures and acknowledgments be notarized to evidence execution and enforceability.

SCOPE OF WORK

Party A shall perform the following services for Party B. Party A will deliver work products, reports, and other materials as described below. The scope may be modified only by a written amendment signed by both parties.

PAYMENT TERMS

Compensation for the services described in this Agreement shall be as follows. All fees are exclusive of applicable taxes unless otherwise stated.

All payments are due within days of receipt of invoice, unless otherwise stated in the Payment Schedule. Overdue amounts shall bear interest at the rate specified above and the prevailing legal rate where applicable.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Effective Date:

End Date:

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party. Termination does not relieve either party of payment obligations incurred prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except as required by law or with Discloser's prior written consent.

The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Upon termination or at Discloser's request, Recipient shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

NOTARY ACKNOWLEDGMENT

State of , County of .

On this day of , , before me personally appeared , who is personally known to me or has produced as identification, and who acknowledged that they executed this Agreement for the purposes stated herein.

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