Business Agreement North DQ

BUSINESS AGREEMENT NORTH DQ

This Business Agreement North DQ ("Agreement") is entered into as of by and between Provider Name: (the "Provider") and Client Name: (the "Client"). Each of Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Provider is engaged in the business of providing specialized professional services and solutions related to North DQ operations and has the capacity and expertise to perform the services described herein;

WHEREAS, Client desires to retain Provider to perform the services set forth in this Agreement and Provider agrees to perform such services under the terms and conditions contained herein;

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

Provider and Client Information

SCOPE OF WORK

Provider will perform the services and deliverables described below (the "Services"). The Services shall include all work reasonably necessary to complete the tasks described and any ancillary activities required for proper performance.

PAYMENT TERMS

In consideration of the performance of the Services, Client shall pay Provider the fees set forth below in accordance with the schedule and conditions described. All fees are exclusive of applicable taxes unless otherwise agreed in writing.

Payments shall be due within days of invoice unless otherwise agreed. If Client fails to pay any undisputed amounts when due, Provider may suspend performance and shall be entitled to charge a late fee of on the overdue balance and to recover reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall submit a final invoice for Services performed through the effective date of termination and Client shall pay all undisputed amounts due within the time frame set forth above.

CONFIDENTIALITY

Each Party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other Party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form 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) not disclose Confidential Information to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations hereunder; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) is already known by the Receiving Party at the time of disclosure without restriction, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of excluding its conflict of laws rules. The Parties agree that exclusive venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that State, and each Party consents to the exercise of personal jurisdiction by such courts.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto if any, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements, representations and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement will be construed to create a partnership, joint venture or employer-employee relationship between the Parties.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct, subject to the limitations and exclusions set forth herein.

NOTICES

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth in this Agreement or to such other address as a Party designates in writing.

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