Business Agreement Willson & Rekan

BUSINESS AGREEMENT WILLSON & REKAN

This Business Agreement (the Agreement) is entered into as of Effective Date: by and between Company A: with principal address: and Company B: with principal address: . Company A and Company B are each a Party and together the Parties.

WHEREAS

WHEREAS, Company A represents that it is duly organized and authorized to render the services described herein and possesses the professional capability, personnel, and resources to perform such services; and

WHEREAS, Company B desires to engage Company A to perform certain services on the terms and conditions set forth in this Agreement, and Company A agrees to perform such services for Company B in accordance with this Agreement.

SCOPE OF WORK

Company A shall perform the services and deliverables described below. The Parties may attach specific statements of work as addenda that become part of this Agreement. Company A will perform the services with due professional care, in a timely manner and in accordance with industry standards.

PAYMENT TERMS

Total Fee: $ . Unless otherwise agreed in writing, all fees are exclusive of taxes and reimbursable expenses.

Invoicing: Invoices shall be submitted by Company A to Company B in accordance with the schedule above and are due and payable within days of invoice date. Late payments shall bear interest at the rate of (or the maximum rate permitted by law), calculated monthly and compounded.

Collection Costs: If payment is not received within the period above, Company B shall be responsible for reasonable collection costs, including attorneys' fees and court costs, incurred by Company A in collecting overdue amounts.

TERM AND TERMINATION

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

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party given at least days prior to the effective date of termination. Termination for Cause: Either Party may terminate immediately for material breach by the other Party that is not cured within thirty (30) days after written notice of such breach.

Effect of Termination: Upon termination, Company A shall cease work and shall deliver to Company B all completed deliverables and any work in progress for which Company A has been paid; Company B shall pay Company A for all work performed through the effective date of termination and for non-cancellable obligations incurred prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other in whatever form 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.

Obligations: Each Party shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that is (a) publicly available without breach of this Agreement; (b) rightfully received from a third party without restriction; (c) developed independently by the receiving Party; or (d) required to be disclosed by law, provided the disclosing Party is given prompt notice and assistance in seeking a protective order.

Duration: The confidentiality obligations shall survive the termination or expiration of this Agreement for a period of .

I acknowledge and affirm the confidentiality obligations set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules and statements of work expressly incorporated herein, 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 written or oral, relating to that subject matter. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of each Party.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the Parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, legal and commercial objectives of the original provision.

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