Business Agreement for Carmen

BUSINESS AGREEMENT FOR CARMEN

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider represents that it has the qualifications, experience, and ability to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions of their agreement regarding the provision of services, payment, confidentiality, and other matters as set forth below.

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

SCOPE OF WORK

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

PAYMENT TERMS

Compensation. Client shall pay Service Provider a total fee of for the Services, subject to the schedule below.

Deposit (if applicable): due on or before .

Final payment due on completion or by , unless otherwise agreed in writing.

Late Payment. Any undisputed amount not paid within days after the due date shall accrue a late fee of . Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Taxes and Expenses. Unless otherwise stated, fees do not include sales, use, or other taxes; such taxes are the responsibility of Client. Preapproved, reasonable out-of-pocket expenses incurred by Service Provider in connection with performance of the Services shall be reimbursed by Client upon submission of receipts.

TERM AND TERMINATION

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

Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Upon such termination Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

Definition. For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the Services, whether disclosed orally, in writing, or by inspection of tangible objects, including but not limited to business plans, financial data, customer lists, trade secrets, and technical information.

Obligations. The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) 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 a reasonable degree of care.

Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available other than through the Receiving Party's breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to Confidential Information; or (d) is required to be disclosed by law or by valid order of a court or other governmental body, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

Return of Materials. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession and certify in writing the destruction or return when reasonably requested.

Injunctive Relief. The parties acknowledge that monetary damages alone may be an inadequate remedy for breach of this Section and that the Disclosing Party shall be entitled to seek injunctive relief or specific performance in addition to any other remedy available at law or equity.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment. 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 successor in connection with a merger or sale of substantially all of its assets, provided the successor assumes Service Provider's obligations hereunder.

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership, joint venture, or agency relationship between the parties.

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