Business Agreement Unadilla

Business Agreement Unadilla

This Business Agreement Unadilla (the "Agreement") is made effective as of Effective Date: by and between Client Name: , and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider represents that it has the experience, personnel, and resources to perform such services on the terms set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality, term, termination rights, and other obligations applicable to their relationship.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Service Provider shall provide all labor, materials, equipment, and supervision necessary to perform the Services unless otherwise specified in writing.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due and payable within days of invoice date. If payment is not received within the stated period, a late fee shall apply as set forth below.

Any amounts past due shall accrue interest at the lesser of the stated late fee above or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

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

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect 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, and (iii) not disclose Confidential Information to any third party except to its affiliates, employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure by the disclosing party as evidenced by written records; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction and without breach of these obligations.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any amendment or modification of this Agreement must be in writing and signed by both parties.

NOTICES

Notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) business days after deposit with a nationally recognized overnight courier, or five (5) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

MISCELLANEOUS

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 shall be construed to create a partnership, joint venture, employment, or agency relationship between them. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger, sale of substantially all assets, or similar transaction.

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