Business Agreement BA UM

Business Agreement BA UM

This Business Agreement ("Agreement") is made and entered into as of by and between , with principal place of business at ("First Party"), and , with principal place of business at ("Second Party").

Recitals

WHEREAS, First Party is engaged in the business of providing products and services described as ;

WHEREAS, Second Party possesses the expertise and resources to perform the services set forth herein and desires to provide such services to First Party under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Second Party shall perform the services and deliverables described below. The parties acknowledge that the description is intended to be specific and binding.

Payment Terms

Compensation: First Party shall pay Second Party for the services described in the Scope of Work as follows.

Invoices shall be submitted by Second Party in accordance with the Payment Schedule and are payable by First Party within days of receipt unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum lawful rate if lower), plus reasonable collection costs and attorneys' fees.

Term and Termination

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection.

Obligations: Each party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own similar confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions and Return: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or was known to the receiving party without obligation of confidentiality prior to disclosure. Upon termination or written request, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Duration: The confidentiality obligations hereunder shall survive termination of this Agreement for years.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice).

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 hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

Representations and Warranties; Remedies

Each party represents and warrants that it has full power and authority to enter into this Agreement. Except as expressly set forth herein, each party disclaims all other warranties, express or implied. The parties acknowledge that a breach of the confidentiality provisions would cause irreparable harm for which monetary damages may be inadequate, and agree that injunctive relief shall be an available remedy in addition to other remedies at law or in equity.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

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