Business Agreement Mckay

BUSINESS AGREEMENT MCKAY

Parties and Contact Information

Effective Date:

Recitals

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, skill and capability to provide such services under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions upon which the services will be provided and the compensation to be paid.

Scope of Work

The Service Provider shall perform the services and deliverables described below. The parties may attach additional statements of work that are incorporated into this Agreement by reference.

Payment Terms

Total Compensation: $

Invoices are payable within days of receipt. Late payments shall incur interest at the rate of % per month, compounded monthly, or the maximum permitted by law, whichever is less.

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 days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually, in writing, or electronically, 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. Confidential Information includes but is not limited to trade secrets, business plans, customer lists, pricing, product designs, and proprietary processes.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public through no breach by the Receiving Party; (ii) was known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations, Warranties & Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient services or, if re-performance is not commercially reasonable, a refund of amounts paid for the deficient services.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to any limitations of liability set forth herein.

Limitation of Liability

Except for liability arising from a party's breach of its confidentiality obligations or indemnification obligations, neither party shall be liable for incidental, consequential, special, punitive, or exemplary damages even if advised of the possibility of such damages. Except where prohibited by law, each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) month period preceding the claim.

Notices

All notices shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing in accordance with this Section. Notice shall be effective upon receipt when delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws rules. The parties agree that any dispute arising out of or relating to this Agreement will first be subject to good faith negotiation between senior executives. If unresolved, the parties agree to submit the dispute to binding arbitration administered in the governing state, unless both parties mutually agree in writing to pursue litigation.

Entire Agreement

This Agreement, including all exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: The Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be construed to create any fiduciary relationship or employment relationship between the parties.

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

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