Business Agreement Xeenius TA

BUSINESS AGREEMENT XEENIUS TA

This Business Agreement Xeenius TA (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address: , and Service Provider Name: , with principal address: .

RECITALS

WHEREAS, Client engages Service Provider to perform the professional services described in this Agreement and Service Provider represents that it has the expertise, personnel and resources necessary to perform such services in a competent manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client and to establish payment, confidentiality and termination provisions for their working relationship.

WHEREAS, the parties agree that the Scope of Work, Payment Terms, and other obligations shall be governed by the terms below.

SCOPE OF WORK

Service Provider shall provide the services described above in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones and acceptance criteria, if any, shall be set forth in writing and signed by both parties or otherwise documented in attachments incorporated into this Agreement.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices will be issued in accordance with the Payment Schedule. Payments are due within days of invoice receipt. All payments shall be made in lawful currency of the United States to the account or address designated by Service Provider. If Client fails to pay any undisputed amount when due, Service Provider may suspend performance after providing at least days' written notice.

All undisputed late payments shall accrue interest at the rate set forth above and Client shall be responsible for reasonable costs of collection, including attorneys' fees, incurred by Service Provider in enforcing payment obligations under this Agreement.

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 providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination (including Confidentiality, Governing Law, and Entire Agreement) shall survive.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party to the other party, whether oral, written or electronic, 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. Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except for performing its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those of its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party, or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The receiving party may disclose Confidential Information as required by applicable law or lawful court order, provided it gives prompt written notice to the disclosing party to allow it to seek protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State selected above, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held 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 an employer-employee, joint venture, or agency relationship.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

Sign Now