Business Agreement CO1000

Business Agreement CO1000

This Business Agreement (the "Agreement") is made and entered into as of by and between:

Recitals

WHEREAS, Client is engaged in the business of providing goods and/or services and seeks to retain Contractor to perform certain professional services on the terms and conditions set forth in this Agreement;

WHEREAS, Contractor represents that Contractor possesses the necessary qualifications, experience, and abilities to perform the services described in this Agreement and is willing to provide such services to Client pursuant to the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform the services set forth below and any additional tasks reasonably related to those services as the parties may agree in writing. The scope, deliverables, milestones, and acceptance criteria shall be as described below.

Payment Terms

Client shall pay Contractor for services performed in accordance with the following terms.

Late payments shall incur interest at the rate of on outstanding amounts, plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within a reasonable period, not to exceed after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other party ("Recipient") in any form that, at the time of disclosure, is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, technical information, and trade secrets.

Recipient agrees: (a) to hold Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information; (b) not to use Confidential Information except to perform its obligations or exercise its rights under this Agreement; and (c) not to disclose Confidential Information to any third party without the prior written consent of Discloser, except to Recipient's employees, consultants, or advisors who have a legitimate need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein.

Confidential obligations shall continue for after the termination or expiration of this Agreement, except that obligations with respect to trade secrets shall survive as long as such information qualifies as a trade secret under applicable law.

Representations; Independent Contractor

Each party represents that it has the full right, power, and authority to enter into this Agreement. Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Contractor shall be solely responsible for all compensation, taxes, withholdings, and benefits relating to its personnel.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total compensation paid to Contractor under this Agreement in the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for special, incidental, consequential, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law principles that would apply the laws of another jurisdiction.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or to such other address as a party may designate in writing.

Entire Agreement and Amendments

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and executed by duly authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right shall not be deemed a waiver of that right.

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