Business Aeon Document

BUSINESS AEON AGREEMENT

This Business Aeon Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: seeks to engage Service Provider Name: to perform business consulting and implementation services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the Scope of Work in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided.

1. Scope of Work

Service Provider shall perform the services and deliverables described below in accordance with the schedule and standards set forth in this Agreement.

2. Payment Terms

Compensation for the Scope of Work shall be as follows. Fees payable under this Agreement constitute full and final compensation for the services and deliverables described herein.

Any invoice not disputed in writing within ten (10) days shall be deemed accepted. Overdue payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), plus a one-time administrative late fee of for each invoice that remains unpaid beyond days after the due date.

3. Term and Termination

This Agreement shall commence on and continue in effect until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within thirty (30) days of receipt of notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and non-cancellable obligations incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment of accrued amounts, and governing law shall survive termination.

4. Confidentiality

"Confidential Information" means any nonpublic information disclosed by one party to the other that is designated as confidential or that, by its nature, a reasonable person would understand to be confidential, including business plans, customer lists, pricing, technical data, and trade secrets.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party except to those employees, consultants or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) use Confidential Information only for the purposes of performing obligations under this Agreement. The obligations in this Section shall remain in effect for years following termination or expiration of this Agreement.

Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other party's Confidential Information, or (iv) required to be disclosed by law, regulation or valid order of a court or governmental body, provided that the disclosing party gives prompt notice and cooperates with the other party to seek protective measures.

5. Representations; Warranties; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement and that performance will not violate any other agreement or law. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly provided, all other warranties are disclaimed to the maximum extent permitted by law.

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from that indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

6. 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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

7. Entire Agreement; Amendment

This Agreement, including any attachments or statements of work executed hereunder, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any modification or amendment must be in a writing signed by both parties.

8. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Notices shall be in writing and delivered to the addresses set forth below.

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