Business Agreement Revised BG

BUSINESS AGREEMENT REVISED BG

This Business Agreement Revised BG (the "Agreement") is entered into as of Effective Date: by and between Company Name: (hereinafter "Provider") and Client Name: (hereinafter "Client"). 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 goods and/or services described herein and possesses the qualifications, experience, and abilities to perform such services under the terms set forth in this Agreement; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement, and Provider is willing to perform such services on the terms and conditions contained in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services to be provided and to govern the commercial relationship between them.

SCOPE OF WORK

Provider shall perform the services described above in a commercially reasonable manner in accordance with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Description of Services or in mutually agreed written statements of work signed by authorized representatives of the Parties.

PAYMENT TERMS

Any payment not received by Provider within days after the applicable due date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing its rights to unpaid amounts.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for any reason upon providing written notice to the other Party not less than days prior to the intended termination date. Upon termination for convenience, Provider shall be paid for all work performed and approved expenses incurred through the effective date of termination.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other Party that is designated as confidential or that, by its nature, reasonably should be understood to be confidential. Each Party shall: (a) hold Confidential Information of the other Party in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except with prior written consent or as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Publicly known information
Rightfully received from a third party without obligation of confidentiality
Independently developed without use of the other Party's Confidential Information

INSURANCE; INDEMNIFICATION

Provider shall maintain insurance coverage appropriate to the services performed and shall provide certificates of insurance upon request. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses arising out of its negligent acts or willful misconduct in connection with this Agreement, subject to applicable law and limitations agreed herein.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified above, without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes by negotiation. If resolution cannot be reached within thirty (30) days, the Parties may pursue any remedies available at law or in equity in the courts located within the state selected above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written statements of work 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, understandings and negotiations, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider's assets.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

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