Business Agreement EGALHI

Business Agreement EGALHI

This Business Agreement EGALHI ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to obtain certain services and deliverables related to Client's business operations and objectives, and Provider represents that Provider has the professional skill, experience, and resources necessary to perform such services in a commercially reasonable manner;

WHEREAS, Client and Provider intend to define the scope, compensation, schedule, and other material terms that will govern the provision of such services through this Agreement; and

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

1. Scope of Work

Provider shall perform the services and deliver the work product described below in accordance with the terms of this Agreement. Provider shall perform the services with reasonable skill, care and in a timely manner consistent with industry standards.

2. Payment Terms

In consideration of Provider's performance, Client shall pay Provider the fees and expenses described below. All amounts are payable in lawful currency of the jurisdiction set forth in Governing Law. Provider shall submit invoices in accordance with the schedule below, and Client shall pay undisputed amounts within the time set forth.

Unpaid amounts shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, Provider may suspend performance after providing written notice if Client fails to pay undisputed sums within days of invoice receipt.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services properly rendered and expenses properly incurred prior to the effective date of termination. Upon termination Provider shall deliver to Client all work in progress and shall provide reasonable assistance to transition completed work.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by a party to the other party, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. The confidentiality obligations under this Section shall survive termination of this Agreement for a period of years.

5. Warranties; Liability

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, each party's aggregate liability to the other for any claim 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.

6. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives. If the parties cannot resolve a dispute within forty-five (45) days, the dispute shall be resolved by binding arbitration conducted in the jurisdiction specified above, unless the parties mutually agree otherwise in writing.

7. Entire Agreement; Amendments; Assignment

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, understandings, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets provided that the assignee assumes all obligations hereunder.

8. 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 pursuant to this Section) and shall be deemed given upon delivery by hand, three (3) days after deposit in the U.S. mail (first class, postage prepaid), or one (1) day after deposit with a nationally recognized overnight courier.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, partnership or agency relationship. Headings are for convenience only and shall not affect interpretation.

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