Business Agreement MA

BUSINESS AGREEMENT MA

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

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and possesses expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Party B desires to retain Party A to provide such services on the terms and conditions set forth herein, and Party A is willing to provide such services under those terms and conditions; and

WHEREAS, the parties intend for this Agreement to set forth the complete understanding between them with respect to the subject matter hereof.

Scope of Work

Party A shall perform the services and deliverables described below. Party A shall use commercially reasonable efforts, qualified personnel and standard industry practices in performing the services.

Payment Terms

In consideration for the performance of the services, Party B shall pay Party A the fees set forth below in accordance with the schedule and invoicing provisions provided.

If any undisputed amount payable under this Agreement is not paid within days after the due date, interest shall accrue on the overdue amount at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. In addition, Party A may charge a one-time late fee of for administrative costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon prior written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within after receipt of written notice specifying the breach.

Upon termination, Party B shall pay Party A for all services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments made in good faith.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral 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. Each receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those hereunder; and (iii) use Confidential Information only as necessary to perform its obligations under this Agreement.

Confidential Information shall not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party. Upon termination or upon request, the receiving party will return or destroy the disclosing party's Confidential Information and certify such destruction in writing.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement. Party A represents that its services will be performed in a professional and workmanlike manner in accordance with industry standards. Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of gross negligence or willful misconduct of the indemnifying party in performance of its obligations under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below for each party, or to such other address as either party may designate by written notice.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Massachusetts for the resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Sign Now