Business Agreement Bear

Business Agreement Bear

Effective Date:

Parties

Client Name:

Provider Name:

Individual Corporation LLC Other

Individual Corporation LLC Other

Recitals

WHEREAS, Client Name: seeks to retain certain business services; and

WHEREAS, Provider Name: represents that it has the requisite expertise, personnel and resources to perform the services described below; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

The Provider shall perform the services and deliverables described below in a professional and workmanlike manner, consistent with industry standards.

Payment Terms

Invoices shall be submitted by Provider to Client and are payable within days of invoice receipt. Late payments shall incur a fee of on the outstanding balance or the maximum permitted by law, whichever is less. All fees are exclusive of taxes; Client is responsible for sales, use, VAT, or similar taxes arising from this Agreement unless Provider is required by law to collect such taxes.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within days after written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in written, electronic, or oral form that is identified as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party gives prompt notice where legally permitted and limits the disclosure to the extent required.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including all attachments and exhibits referenced herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and signed 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. Waiver of any breach shall not constitute waiver of any subsequent breach.

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with the sale of substantially all of its assets or equity, provided the assignee assumes the assigning party's obligations under this Agreement.

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