Business Agreement KARTER

Business Agreement KARTER

This Business Agreement KARTER (the "Agreement") is entered into as of by and between Client Name: , with primary address: , and Contractor Name: , with primary address: .

WHEREAS

WHEREAS, Client requires certain business services and deliverables described herein and desires to engage Contractor to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it has the experience, qualifications, personnel, and resources necessary to perform the services described under this Agreement, and agrees to provide professional, timely services in accordance with the standards of the industry; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the services, payment, confidentiality, and other matters as provided in this Agreement.

1. Scope of Work

Contractor shall perform the services and deliverables described below in a professional manner consistent with industry standards. The parties may amend the scope by written change order signed by both parties.

2. Payment Terms

In consideration for the services scheduled in Section 1, Client shall pay Contractor in accordance with the following terms. All payments are due in U.S. dollars unless otherwise agreed in writing.

All amounts overdue shall accrue interest at the rate specified above and Client shall also be responsible for reasonable collection costs, including attorneys' fees, associated with collection of overdue amounts.

3. Term and Termination

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

Start Date:   End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means any non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or by inspection of tangible objects, 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.

The Receiving Party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Confidential Information does not include information that: (i) was lawfully in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; (ii) is or becomes generally available to the public through no wrongful act of the Receiving Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, return or destroy all Confidential Information and certify destruction in writing. The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure and that the Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected state for purposes of any dispute arising under this Agreement.

6. Entire Agreement

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

7. Miscellaneous Provisions

7.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

7.2 Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an acquirer of substantially all of its business or assets relating to this Agreement.

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

7.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives.

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