Temporary Draft Document

TEMPORARY DRAFT DOCUMENT

Parties

Recitals

WHEREAS, Client Name: seeks to engage Contractor Name: to perform certain services on a temporary basis; and

WHEREAS, the parties desire to set forth the principal terms and conditions under which Contractor will provide such services, effective as of the Effective Date: ;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Contractor shall provide the services and deliverables described below. Contractor shall perform the Work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the Work, Client shall pay Contractor in accordance with the terms set forth below. All amounts stated are in the currency specified by the parties.

Invoices are due in accordance with the Payment Schedule. If Client fails to make a payment when due, Contractor may suspend performance after providing written notice and the opportunity to cure as set forth in Term and Termination below. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may also terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Contractor shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

Each party (the "Recipient") shall keep confidential and not disclose to any third party any Confidential Information of the other party (the "Discloser"). "Confidential Information" means non-public information disclosed in connection with this Agreement, including business plans, technical data, pricing, and trade secrets, but does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient in violation of this Agreement; (ii) was lawfully known to the Recipient prior to disclosure by the Discloser; or (iii) is independently developed by the Recipient without use of the Discloser's Confidential Information.

Recipient shall use Confidential Information solely for the performance of this Agreement and shall take reasonable measures to protect such Confidential Information. Recipient may disclose Confidential Information to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Required disclosures by law or court order are permitted only after Recipient provides prompt written notice to Discloser and takes reasonable steps to limit the disclosure and obtain confidential treatment.

Governing Law; Dispute Resolution

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

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee agrees in writing to be bound by these terms.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a replacement provision to effect the parties' original intent.

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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

Sign Now