Business Agreement Prichett

Business Agreement Prichett

This Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A: , a business with principal place of business at , and Party B: , a business with principal place of business at .

Recitals

WHEREAS, Party A is engaged in the business of providing products and services as described in this Agreement and has the capability and expertise to perform the obligations set forth herein; and

WHEREAS, Party B seeks to engage Party A to perform certain services and deliverables on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing their relationship, including scope of work, payment, confidentiality, term and termination, and governing law.

Scope of Work

Deliverables: The services to be provided shall include the deliverables described in the Scope of Work. Delivery milestones and acceptance criteria shall be as follows:

Payment Terms

Invoices: Party A shall submit invoices in accordance with the Payment Schedule. Payment is due within days of invoice receipt. Accepted payment methods: .

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorney's fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for Cause: Either party may terminate upon material breach by the other party if such breach is not cured within thirty (30) days after written notice.

Effect of Termination: Upon termination, Party B shall pay Party A for all services performed and expenses incurred through the effective date of termination. Party A shall deliver all completed and partial deliverables, and both parties shall promptly return confidential information of the other.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in written, oral or electronic 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.

Obligation: Each party shall (a) use the Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public other than through breach of this Agreement, (ii) was in receiving party's possession prior to disclosure without restriction, (iii) is rightfully received from a third party without breach, or (iv) is independently developed by receiving party without use of or reference to the disclosing party's Confidential Information.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Party A grants to Party B a worldwide, non-exclusive license to use deliverables for the purposes set forth in this Agreement. Pre-existing materials and tools of Party A, including methodologies and know-how, remain the sole property of Party A. Any new intellectual property specifically created for Party B and identified in the Scope of Work shall be assigned as set forth in a separate schedule or statement of work.

Representations, Warranties and Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement. Party A warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnity: Each party shall indemnify, defend and hold harmless the other from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

Governing Law

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice.

Entire Agreement; Amendment

This Agreement, including any attachments and incorporated statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: The parties are independent contractors. Nothing contained in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between the parties. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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