Business Agreement PW LLC

BUSINESS AGREEMENT PW LLC

This Business Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, PW LLC is engaged in the business of providing professional business services, consulting, and related deliverables, and maintains the personnel, resources and expertise necessary to perform the services described herein;

WHEREAS, Client desires to retain PW LLC to perform certain services and deliverables under the terms and conditions set forth in this Agreement, and PW LLC is willing to perform such services for Client;

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

SCOPE OF WORK

PW LLC shall perform the services and deliverables described below. PW LLC shall exercise reasonable skill and care in performing the services in accordance with industry standards.

PAYMENT TERMS

Client shall pay PW LLC the fees and expenses as set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, Client shall reimburse PW LLC for reasonable out-of-pocket expenses incurred in connection with the performance of services.

Late payments shall incur interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, computed from the due date until paid. Client shall also reimburse PW LLC for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Start Date:      End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to a receiving party, whether disclosed orally, in writing, or by inspection of tangible objects, 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, without limitation, business plans, financial information, customer lists, and technical information.

The receiving party shall (i) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own similar information, but in no event less than reasonable care; (ii) not use the Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose the Confidential Information to any third party except to employees, contractors or advisors who have a legitimate need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement. The foregoing obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully obtained by the receiving party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement. This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

Amendment. This Agreement may be amended only by a written instrument signed by both parties.

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

Assignment. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that PW LLC may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

Sign Now