Business Accord Forms

BUSINESS ACCORD AGREEMENT

Parties and Recitals

This Business Accord Agreement (the Agreement) is entered into as of Effective Date: between Client Name: and Service Provider Name: .

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

WHEREAS, Service Provider represents that it has the experience, qualifications and resources to perform such services in a professional manner and will perform the services in accordance with applicable laws and industry standards.

WHEREAS, the parties wish to set forth their agreement in writing.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows.

1. Scope of Work

Service Provider will perform the services and deliverables described below in a timely and professional manner in accordance with the standards of the industry.

2. Payment Terms

Compensation for the services rendered under this Agreement shall be as follows.

Invoices not paid within days of issuance shall accrue interest at the lesser of per month or the maximum rate permitted by law. In addition, Client shall be responsible for all reasonable collection costs, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means all information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with reasonable protective measures.

The receiving party shall (i) hold Confidential Information in strict confidence and use it only to perform obligations under this Agreement; (ii) limit disclosure to employees, contractors and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein; and (iii) promptly return or destroy Confidential Information upon termination or upon written request. The parties agree that monetary damages may be inadequate and that the disclosing party may seek injunctive relief to prevent unauthorized disclosure.

5. Independent Contractor; Taxes

Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort, including payroll taxes for its employees.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND A PARTY'S OBLIGATIONS FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

8. Entire Agreement; Amendment

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight carrier, or certified mail (return receipt requested), and shall be effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and do not affect interpretation. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliated entity upon written notice to Client.

Acknowledgment

Each party signing below represents and warrants that it has the authority to enter into this Agreement, that the signatory is duly authorized to execute this Agreement on behalf of the party, and that this Agreement constitutes a valid and binding obligation enforceable against such party.

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