Business Agreement AGunem

Business Agreement AGunem

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

WHEREAS

WHEREAS, Company engages Service Provider to perform certain services and deliverables described herein, and Service Provider has the qualifications, experience and ability to perform such services in accordance with the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth the terms, scope, compensation and other obligations of the relationship in writing so as to allocate responsibilities, protect Confidential Information and provide for remedies and termination.

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

Parties and Notices

Scope of Work

Service Provider shall perform the services and provide the deliverables described below in a professional manner and in accordance with industry standards. The Scope of Work shall include, but not be limited to, the specific tasks, milestones and acceptance criteria set forth by the parties:

Payment Terms

Company shall pay Service Provider the compensation described below in consideration for the full, timely and satisfactory performance of the Scope of Work.

Late payments shall incur interest and fees as specified below.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach that is not cured within the Notice Period of days after written notice. Company may also terminate for convenience upon the same notice period by paying for all services performed and reasonable wind-down costs.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information only for the performance of this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no breach, is independently developed without use of Confidential Information, or is rightfully obtained from a third party without confidentiality obligations.

Upon termination or expiration, each recipient shall promptly return or destroy all Confidential Information and certify such return or destruction if requested.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, partner, joint venturer or agent of Company. Service Provider shall be responsible for all taxes, benefits and obligations related to its personnel. Service Provider shall maintain insurance customary for the services provided and, upon request, provide evidence of such insurance to Company.

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 submit to the exclusive jurisdiction of the courts of that State for disputes arising under this Agreement.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for liability arising from breaches of confidentiality, gross negligence, willful misconduct or indemnification obligations, the parties' aggregate liability under this Agreement shall be limited to direct damages not to exceed the total amount paid by Company to Service Provider under this Agreement during the preceding twelve (12) months.

Entire Agreement

This Agreement, including all exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be an insufficient remedy for breach of the confidentiality provisions and that equitable relief may be appropriate in addition to other remedies. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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