Business Agreement Rivers Edge

Business Agreement Rivers Edge

Parties and Effective Date

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

Client Name:

Individual    Corporation    LLC    Partnership    Other

Service Provider Name:

Individual    Corporation    LLC    Partnership    Other

Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend for the performance rendered by Service Provider to be non-exclusive and for Service Provider to perform such services as an independent contractor as provided below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, timing, compensation, and confidentiality of the services to be provided.

Scope of Work

Service Provider shall provide the services, deliverables, milestones and specifications as set forth below. The scope may be modified only by a written amendment signed by authorized representatives of both parties.

Payment Terms

Invoicing: Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall remit payment within days of receipt of an undisputed invoice.

Late Fee Percentage (per month):    OR    Flat Late Fee: $

Late fees shall accrue starting after days from invoice due date. Client shall also be responsible for reasonable collection costs and interest as provided above.

Term and Termination

Term Commencement Date:

Term End Date:

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within the cure period specified in the notice.

Material breach includes failure to pay undisputed amounts, willful misconduct, or repeated failure to perform services in material accordance with the Scope of Work.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to third parties except to its employees, agents, or contractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information which (i) is or becomes publicly known through no breach of this Agreement, (ii) was known to receiving party prior to disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: Confidentiality obligations survive for years following termination or expiration of this Agreement.

Remedies: Receiving party acknowledges that monetary damages may be inadequate and disclosing party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for a party's gross negligence, willful misconduct, or the indemnification obligations set forth above, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Miscellaneous

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.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, provided that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any exhibits or attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, representations and warranties.

Amendment: No amendment or modification of this Agreement shall be effective unless reduced to writing and signed by authorized representatives of both parties.

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