Business Agreement Wallden

Business Agreement Wallden

Parties and Effective Date

This Business Agreement Wallden (the "Agreement") is entered into as of (the "Effective Date") by and between:

Recitals

WHEREAS, Party A desires to engage Party B to perform certain business services and related deliverables as described in this Agreement; and

WHEREAS, Party B possesses the technical skill, personnel, and experience to perform the services described herein and is willing to provide such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

Scope of Work

Party B shall perform the services and deliverables described in this Scope of Work. The Scope of Work will include the tasks, milestones, deliverables, acceptance criteria, and any performance standards agreed by the parties.

Payment Terms

Party A shall pay Party B for the services described in this Agreement in accordance with the fees and schedule set forth below. All fees are exclusive of taxes unless otherwise stated. Payments not received within the time specified shall be subject to the late fee provisions below.

Payment terms: Invoices are due net days from invoice date. Late payments shall accrue interest at per month (or the maximum allowed by law), and a one-time administrative late fee of will apply to invoices unpaid after the due date.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in full force and effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing days' written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for a period of 10 days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects. Confidential Information includes business plans, financial data, technical information, customer lists, and any other information designated as confidential.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein. The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Party B represents that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability under this Agreement shall be limited to the total amounts paid or payable to Party B under this Agreement in the 12 months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties shall first seek to resolve any dispute through good faith negotiation. If the dispute is not resolved within 30 days, either party may pursue any available remedy in the state or federal courts located in the selected jurisdiction.

Assignment; Independent Contractor

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Party B may subcontract portions of the work so long as Party B remains responsible for performance. Party B is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall 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, or three days after deposit in the U.S. mail, postage prepaid, or upon confirmed electronic delivery.

Additional Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith a legally enforceable substitute provision that best preserves the parties' original intent.

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