Business Agreement A and D

BUSINESS AGREEMENT A AND D

This Business Agreement A and D (the Agreement) is entered into as of Effective Date: by and between Party A Name: with principal place of business at , and Party D Name: with principal place of business at .

WHEREAS

WHEREAS, Party A is engaged in the business of operating and managing commercial projects and desires to obtain certain services described herein; and

WHEREAS, Party D possesses the necessary expertise, personnel and resources to perform the services set forth in this Agreement and is willing to perform such services for Party A under the terms and conditions provided below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Party D shall perform the services described above (Services) in a professional and workmanlike manner consistent with industry standards. Party D shall provide all labor, materials, equipment and supervision necessary to complete the Services unless otherwise agreed in writing.

2. PAYMENT TERMS

Invoices shall be submitted by Party D in accordance with the Payment Schedule. Party A shall pay all undisputed amounts within days of receipt of each invoice. If Party A disputes any portion of an invoice, Party A shall provide written notice of dispute within the payment period and shall pay any undisputed portion in accordance with this section.

Unpaid amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower) from the due date until paid. Party A shall also reimburse Party D for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination.

Either party may terminate 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. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment for Services performed.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether oral, written or electronic, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use it solely to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound to protect confidentiality; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement by the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

5. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Indemnitor's breach of this Agreement; (b) the Indemnitor's negligence or willful misconduct; or (c) any third-party claim arising from the Indemnitor's performance of the Services.

6. INSURANCE

Party D shall maintain insurance coverage appropriate to the Services provided, including commercial general liability and workers' compensation as required by applicable law. Upon request, Party D shall provide certificates of insurance evidencing such coverage.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating to the subject matter hereof. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or at such other address as either party may designate by written notice delivered in accordance with this section.

AUTHORITY

Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction; (b) it has full power and authority to enter into and perform this Agreement; and (c) the individual signing below is authorized to execute this Agreement on behalf of such party.

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