Business Agreement Nicklin

BUSINESS AGREEMENT NICKLIN

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

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel, and resources to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms governing the relationship, the scope of work, payment, confidentiality, and other obligations.

SCOPE OF WORK

Provider shall perform the services described below in a timely and professional manner in accordance with the standards customarily observed by a competent provider of similar services:

PAYMENT TERMS

Client shall pay Provider for the services rendered in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated.

Expenses incurred by Provider in connection with performance that are pre-approved in writing by Client will be reimbursed upon presentation of receipts and appropriate documentation.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Either party may terminate without cause upon the expiration of the notice period by delivering written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, or by inspection, 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 using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents, and contractors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) was 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 promptly return or irrevocably destroy all Confidential Information and certify such destruction upon request. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets or other information that qualifies for longer protection shall be protected for as long as permitted by law.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of representations, warranties or obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Severability: If any provision is held unenforceable, the remainder of the Agreement will remain in effect.

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