Business Agreement BA

BUSINESS AGREEMENT BA

This Business Agreement BA (the "Agreement") is made as of Effective Date: by and between:

WHEREAS

WHEREAS, Client desires to obtain certain services related to its business operations and has engaged Provider to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Provider represents that it has the necessary experience, personnel and resources to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

Scope of Work

Provider shall perform the services, deliverables and tasks described below. Provider shall comply with the timeline and specifications set forth herein and with any reasonable written instructions of Client.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. Unless otherwise agreed in writing, all payments are non-refundable.

If Client fails to pay any amount when due, Provider may charge the Late Payment Fee set forth above and interest on past due amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with all costs and expenses of collection, including reasonable attorneys' fees.

Term and Termination

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

Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach. Termination shall not relieve Client of liability for fees earned or expenses incurred by Provider prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one Party to the other, whether in writing, orally or by inspection, including business plans, financial data, trade secrets, client lists and pricing. Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was known to the receiving Party prior to disclosure as shown by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) use Confidential Information solely to perform obligations under this Agreement. Upon termination or at the disclosing Party's request, the receiving Party shall promptly return or destroy all Confidential Information and certify its destruction in writing.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, for which the obligations shall survive for so long as such information remains a trade secret under applicable law. The Parties acknowledge that monetary damages may be inadequate and that injunctive relief may be an appropriate remedy for breach of this section.

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

Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings and communications. No amendment or modification of this Agreement 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 will remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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