Business Agreement Wolverhill

Business Agreement Wolverhill

This Business Agreement Wolverhill (the Agreement) is made effective as of by and between:

Client Name:   Entity Type:

And

Service Provider Name:   Entity Type:

WHEREAS

WHEREAS, Client requires certain business services and deliverables described herein, and Provider represents that it has the necessary experience, skill and resources to provide such services under the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations, and the procedures for termination and dispute resolution.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with the schedule agreed by the parties.

Payment Terms

Total Fee:

Invoicing: Provider shall issue invoices to Client and Client shall pay undisputed amounts within days of Client's receipt of a correct invoice. All payments are in lawful currency of the United States unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at a rate of % per month or the maximum rate permitted by law, whichever is lower. In addition, Client shall reimburse Provider for reasonable collection costs, including attorney fees.

Term and Termination

Term Commencement: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason by delivering written notice to the other party at least days prior to the effective termination date. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred up to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, including but not limited to business plans, financial information, client lists, trade secrets, technical data and product information.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) take reasonable measures to prevent unauthorized access or disclosure.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Duration: The obligations set forth in this Confidentiality section shall remain in effect for years following the termination or expiration of this Agreement; provided that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations; Indemnification; Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification: Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party ("Indemnitee") from and against any third-party claims, damages, liabilities and expenses arising out of Indemnitor's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from breaches of confidentiality, indemnification obligations, or willful misconduct, neither party's aggregate liability for direct damages arising out of or relating to this Agreement shall exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

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.

Disputes: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by final and binding arbitration administered in accordance with the agreed arbitration rules and held in a mutually agreed location.

Miscellaneous

Independent Contractor: Provider is an independent contractor and not an employee, partner or agent of Client. Provider is solely responsible for all taxes and withholdings arising from payments made under this Agreement.

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Entire Agreement

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

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