Business Agreement Brownsville

Business Agreement Brownsville

This Business Agreement (the Agreement) is made effective as of Effective Date: , by and between Client Name: , with principal address at (hereinafter "Client"), and Service Provider Name: , with principal address at (hereinafter "Provider"). Client and Provider may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Client desires to retain Provider to perform certain professional services in the Brownsville area as further described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and capability to perform the services and deliver the deliverables set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Provider is responsible for obtaining all permits, approvals and licenses necessary to perform the services unless otherwise agreed in writing.

PAYMENT TERMS

Total Compensation: $ . Payment shall be made as set forth below.

Invoices shall itemize services performed and amounts due. Client shall pay undisputed invoices within days of receipt. Disputes must be submitted in writing within ten (10) days of Client's receipt of the invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month, compounded monthly, or (b) the maximum lawful rate. In addition, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and expires on End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement without cause by providing written notice to the other Party at least days prior to the effective date of termination. Upon termination for convenience, Provider shall be paid for all services performed and reimbursable expenses incurred through the effective date of termination.

Either Party may terminate this Agreement immediately for material breach by the other Party that is not cured within fifteen (15) days following written notice specifying the breach. Termination for cause shall not relieve the breaching Party of liability for damages.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the other Party's Confidential Information.

Duration of Confidentiality: The obligations in this section shall continue for a period of years from the date of disclosure, unless a longer period is required by applicable law.

INDEMNIFICATION AND LIABILITY

Indemnification: Each Party shall indemnify and hold harmless the other Party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's gross negligence or willful misconduct in performance of this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each Party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in Brownsville for any dispute arising under this Agreement, except that either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a Party may specify in writing.

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

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