Business Agreement CA

Business Agreement CA

This Business Agreement (the Agreement) is made effective as of by and between:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services and has the qualifications, experience, and ability to perform the services described in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full understanding between them regarding the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below (the Services). The Services shall be performed in a professional manner consistent with industry standards and in compliance with applicable law.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. Fees are exclusive of applicable taxes unless otherwise stated.

All undisputed invoices shall be paid within the period specified above. If Client disputes all or part of an invoice, Client shall provide written notice of the dispute and the parties shall cooperate in good faith to resolve the disputed amount. Late payments shall accrue interest at the rate specified in the Late Payment Fee above.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as set forth herein.

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party (Receiving Party) acknowledges that in the course of performing this Agreement it may receive or have access to confidential or proprietary information of the other party (Disclosing Party). Confidential information includes non-public business, technical, financial or other information disclosed in any form. The Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information only for purposes of performing under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession without restriction prior to receipt from the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of Confidential Information. These obligations shall survive termination of this Agreement for a period of three (3) years, or longer where governed by trade secret law.

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 either party may designate by written notice in accordance with this section. Notices shall be deemed given upon personal delivery, one business day after delivery to a reputable overnight courier, or three business days after deposit in the United States mail, postage prepaid.

Warranties; Limitation of Liability

Service Provider represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with prevailing industry standards. Except as expressly set forth herein, all other warranties are disclaimed. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in , California, for resolution of any disputes arising out of this Agreement.

Entire Agreement; Severability

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations, or agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendment; Assignment

Any amendment or modification of this Agreement shall be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Execution

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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