Business Agreement Macks

Business Agreement Macks

Parties

This Business Agreement Macks (the Agreement) is entered into by and between:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel and capabilities to perform the services described herein and is willing to provide such services to Client under the terms and conditions set forth below; and

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

1. Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Service Provider in consideration for the performance of the services described in Section 1 according to the terms below.

All payments shall be made in lawful currency of the United States. Client shall pay undisputed invoices within the period specified above. If Client disputes an invoiced amount, Client shall notify Service Provider in writing within ten (10) days of receipt and the parties shall seek to resolve the dispute promptly; undisputed portions of an invoice remain payable on the due date.

3. Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated as set forth below.

Start Date:    End Date:

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

4. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated as confidential or that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential. Each recipient shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify for trade secret protection under applicable law.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in deliverables specifically prepared for Client under this Agreement upon full payment of amounts due. Service Provider retains ownership of its pre-existing materials, tools, methodologies and know-how, and grants Client a perpetual, non-exclusive license to the extent such materials are embedded in the deliverables.

6. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for consequential, special, incidental or punitive damages, and each party's aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

8. Entire Agreement; Amendment

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

10. Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

The parties acknowledge that they have had the opportunity to seek independent legal counsel prior to executing this Agreement, and that this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Sign Now