Business Abell Document

Business Abell Document

Parties

Recitals

WHEREAS, Business Name: (the "Business") is engaged in the business of providing commercial services and desires to retain Abell to perform certain services as set forth below; and

WHEREAS, Abell Name: (the "Abell") represents that it has the expertise and capacity to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Abell will provide services to the Business, effective as of Effective Date: .

Scope of Work

Abell shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that modifications to the scope may be made only by written amendment signed by authorized representatives of both parties.

Payment Terms

In consideration for the services provided by Abell, Business shall pay Abell as set forth below. All payments are exclusive of taxes unless otherwise stated.

All invoices shall itemize services and expenses. If Business disputes any invoiced amount in good faith, Business shall notify Abell in writing within ten (10) days of receipt and the parties shall negotiate in good faith to resolve the dispute. Undisputed amounts remain payable in accordance with these terms.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Abell shall deliver all completed and in-progress work and Business shall pay Abell for all work performed and reimbursable expenses incurred through the effective date of termination, subject to any set-offs permitted by law or this Agreement.

The term will automatically renew for successive periods until terminated in accordance with this Agreement.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Upon written request or upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

Representations; Compliance

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that its performance will comply with all applicable laws and regulations. Abell warrants that the services will be performed in a professional manner consistent with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify and hold the other harmless from claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence or willful misconduct or for breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability shall be limited to the total fees paid under this Agreement in the twelve (12) months preceding the claim.

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 disputes through negotiation. If unresolved, the parties agree to submit disputes to binding arbitration in the county where the Business has its principal place of business, unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, together with any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. No amendment or waiver 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 the parties may designate in writing, and shall be effective upon delivery by hand, confirmed courier, or three (3) days after deposit in the United States mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship.

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