Business Agreement NONSOL

BUSINESS AGREEMENT NONSOL

This Business Agreement (NONSOL) (the Agreement) is entered into as of Effective Date: between Client Name: (hereinafter referred to as "Client") and Service Provider Name: (hereinafter referred to as "Service Provider"). Client and Service Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Client desires to retain Service Provider to perform the services described below and Service Provider has the capability and agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider will perform services as an independent contractor and not as an employee of Client, and both Parties wish to set forth their respective rights and obligations in writing;

WHEREAS, the Parties agree that protection of Client's business relationships and Confidential Information requires a Non-Solicitation and Confidentiality covenant as set forth below.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The specific duties, milestones, and acceptance criteria will be as follows:

PAYMENT TERMS

As full compensation for the Services and Deliverables, Client shall pay Service Provider in accordance with the following terms.

All payments shall be due as specified above. Overdue amounts shall accrue interest at the rate set forth in the Late Payment Fee field and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

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. Termination shall not relieve Client of obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one Party (Disclosing Party) to the other (Receiving Party) either orally or in writing 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.

Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted under this Agreement; and (c) use Confidential Information solely to perform obligations under this Agreement. The foregoing obligations do not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to Receiving Party prior to disclosure as evidenced by written records; or (iii) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information.

NON-SOLICITATION

During the Term and for a period of months following termination, Service Provider shall not, directly or indirectly, solicit for employment or engagement any employee or contractor of Client with whom Service Provider had material contact in connection with the performance of this Agreement. Service Provider shall also not solicit Client's active customers or prospects with whom Service Provider had direct contact on behalf of Client during the last months of the Term. Reasonable exceptions for general solicitations and prior relationships shall apply.

INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, joint venture, partnership or agency. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations related to compensation paid under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of Confidentiality or Non-Solicitation obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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 laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits signed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

NOTICES

Notices shall be in writing and delivered to the addresses above by hand, certified mail, or overnight courier and shall be effective upon receipt.

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