Business Agreement AGO

BUSINESS AGREEMENT AGO

This Business Agreement AGO (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client desires to obtain the services described in this Agreement and has authority to engage Contractor to perform such services for the project described as Project Name: ;

WHEREAS, Contractor represents that Contractor has the necessary skill, experience and resources to perform the services in a professional manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment and related matters under the terms and conditions contained herein.

1. SCOPE OF WORK

Contractor shall perform the services described above and provide deliverables in accordance with the schedule set forth in the Scope of Work. Contractor shall assign qualified personnel, comply with applicable laws, and use commercially reasonable efforts to meet agreed milestones.

2. PAYMENT TERMS

Total Fee (USD): $ . Client shall pay Contractor the Total Fee in accordance with the following schedule:

Invoices are due Net days from receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of % per month (or the maximum allowed by law), applied monthly on the outstanding balance. Client shall also reimburse Contractor for reasonable collection costs and attorneys' fees related to delinquent payments.

3. TERM AND TERMINATION

Term Commencement Date: . Anticipated Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

The obligations in this Section shall continue for a period of years from the date of disclosure, except with respect to trade secrets, which shall remain subject to protection for as long as they qualify as trade secrets under applicable law. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Contractor represents that services will be performed in a professional and workmanlike manner in accordance with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from that party's gross negligence, willful misconduct or material breach of this Agreement, subject to any limitations of liability set forth in this Agreement.

6. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, in no event will either party be liable to the other for consequential, incidental, special, punitive, or indirect damages, and aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid or payable to Contractor under this Agreement during the twelve (12) month period preceding the claim.

7. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Amendment: This Agreement may be amended only by a writing executed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to such subject matter.

NOTICES

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