Business Agreement EHLERS

BUSINESS AGREEMENT EHLERS

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

Client Name:   Address:

Contractor Name:   Address:

RECITALS

WHEREAS, Client engages Contractor to perform the services described in this Agreement and Contractor has expertise and capacity to perform such services under the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding regarding the scope, compensation, term, confidentiality and other obligations arising from the relationship between the parties.

WHEREAS, the parties desire to record their agreement in writing and to allocate certain risks and responsibilities as set forth below.

SCOPE OF WORK

PAYMENT TERMS

Contract Price: $ payable in accordance with the Payment Schedule below.

Payment Terms: Invoices are due and payable within days of receipt unless otherwise specified in the Payment Schedule. Payments shall be made to Contractor at the address or account designated in writing.

Late Payment: Amounts not paid when due shall bear interest at the lesser of % per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed through the effective date of termination and any non-cancellable obligations incurred prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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.

Obligations: Each party shall (i) use Confidential Information only for the purposes of performing under this Agreement; (ii) restrict disclosure of Confidential Information to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restrictions, or is independently developed without use of the disclosing party's Confidential Information.

Survival: The confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

Venue: The parties agree that exclusive venue for any action arising under this Agreement shall be the state or federal courts located in the county where the governing law state’s principal courts are located, and the parties hereby submit to the jurisdiction of such courts.

MISCELLANEOUS

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship. Contractor shall be solely responsible for payment of all compensation, taxes and benefits to its personnel.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to direct damages not to exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contacts set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, postage prepaid.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

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