Provider Service Paperwork

Provider Service Paperwork

Parties

Service Provider Name:   Tax or Business ID:

Client Name:   Client Contact:

Recitals

WHEREAS, Service Provider is duly engaged in the business of providing professional services described herein and represents that it has the skill, personnel, licenses and experience required to perform such services in a competent and timely manner; and

WHEREAS, Client desires to engage Service Provider to provide the services set forth in this Agreement under the terms and conditions contained herein; and

WHEREAS, the parties wish to set forth their agreement in writing to define the services, payment terms, confidentiality obligations, and other material provisions governing their relationship.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in accordance with professional standards and in compliance with all applicable laws and regulations.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are stated in U.S. dollars and exclude applicable taxes unless otherwise indicated.

Invoices will be submitted by Service Provider and payment is due within days of invoice receipt. Late payments shall accrue interest and fees as set forth below.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, shall continue until the Services are completed or until the End Date specified below.

Effective Date:    End Date (if any):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for Services performed prior to termination, including costs reasonably incurred by Service Provider in wind down.

Confidentiality

Each party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not apply to information that (i) is or becomes public through no breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. If disclosure is compelled by law or order, the receiving party shall provide prompt notice and cooperate in any effort to limit the disclosure.

Insurance; Independent Contractor

Service Provider shall perform the Services as an independent contractor and not as an employee, agent, joint venturer or partner of Client. Service Provider is responsible for all taxes and insurance relating to its personnel. If required by Client, Service Provider shall maintain and provide evidence of commercial general liability and professional liability insurance in commercially reasonable amounts.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties may pursue any remedies available under law or equity.

Entire Agreement; Amendments

This Agreement, including any exhibits and the documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous communications, representations and agreements, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Acknowledgment

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and that their signatures bind the party to the terms and conditions set forth herein.

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