Business Agency Terms

BUSINESS AGENCY TERMS

Parties

Principal Name:

Agent Name:

Recitals

WHEREAS, Principal is engaged in the business of providing goods and/or services and desires to appoint an agent to solicit orders, negotiate agreements, or otherwise promote Principal's business on the terms set forth herein; and

WHEREAS, Agent represents that Agent has the experience, capability and contacts necessary to perform the services described below and is willing to perform such services as an independent contractor under the terms of this Agreement; and

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

Scope of Work

Agent shall perform the activities described above and shall use reasonable efforts and commercially reasonable standards to solicit customers, negotiate terms, and facilitate transactions on behalf of Principal. Agent's authority to bind Principal is limited to transactions explicitly authorized in writing by Principal.

Payment Terms

Invoices issued by Agent to Principal shall be paid within days of receipt. Late payments shall incur interest at the lesser of per month or the maximum rate permitted by applicable law. Parties may alternatively specify a flat late fee of $

Term and Termination

Effective Date:    Termination Date:

This Agreement shall commence on the Effective Date and continue until the Termination Date 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 prior to the effective date of termination. Either party may terminate immediately for material breach where such breach is not cured within after written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Agent and Principal agree to hold Confidential Information in strict confidence and not to use or disclose such information except as necessary to perform obligations under this Agreement or as required by law. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall continue for a period of following termination, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Authority; Independent Contractor

Agent is an independent contractor and not an employee, partner, or joint venturer of Principal. Except as expressly provided in this Agreement, Agent has no authority to bind Principal by contract or otherwise. Agent shall be responsible for all taxes, insurance, and statutory obligations arising from Agent's performance.

Indemnification

Each party shall defend, indemnify and hold harmless the other party and its officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct, or breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Non-Solicitation

During the Term and for a period of following termination, Agent shall not directly solicit or accept business from any customer of Principal introduced by Agent under this Agreement without Principal's prior written consent.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a permitted successor in connection with a merger or sale of substantially all assets.

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