AVE PAF Document

AVE PAF Document

This AVE PAF Document ("Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Client requires the services described in this Agreement and desires to engage Service Provider to perform such services under the terms set forth herein;

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the services and will provide those services in a professional and workmanlike manner consistent with industry standards;

WHEREAS, the parties wish to set forth the terms and conditions governing the provision of services and payment under this AVE PAF Document.

SCOPE OF WORK

Service Provider will perform the following services for Client in accordance with the specifications and standards set forth below. The description is intended to define the work deliverables, performance milestones and acceptance criteria.

PAYMENT TERMS

In consideration for the services performed, Client will pay Service Provider as follows.

All amounts are payable in United States dollars unless otherwise agreed in writing. Invoices are due within days of invoice date. Client shall pay undisputed amounts within that period.

If Client disputes any invoiced amount in good faith, Client shall notify Service Provider in writing within ten (10) days specifying the nature of the dispute and the parties shall promptly seek to resolve such dispute in good faith. Interest on late payments accrues from the invoice due date at the rate set forth above.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues 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 delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, trade secrets, and pricing.

Receiving party shall (i) protect Confidential Information with the same degree of care used to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected for as long as they qualify as trade secrets.

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 agree that disputes arising out of or relating to this Agreement will be resolved by binding arbitration administered in the chosen jurisdiction unless the parties mutually agree otherwise in writing.

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 performed in a professional manner consistent with applicable industry standards.

INDEMNIFICATION

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices are effective upon receipt.

ADDITIONAL PROVISIONS

The parties acknowledge that they have read and understand this Agreement, that they are authorized to execute this Agreement, and that their electronic or handwritten signatures bind the parties to its terms.

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