Business AOL Template

BUSINESS AOL TEMPLATE

Parties

Entity type: Corporation LLC Partnership Individual

Entity type: Corporation LLC Partnership Individual

Recitals

WHEREAS, Company A is engaged in the business of providing consulting, advisory and related professional services as described in this Agreement; and

WHEREAS, Company B desires to retain Company A to perform such services and Company A desires to perform the services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows effective as of (the Effective Date).

Scope of Work

Company A shall provide the services, deliverables and performance described below. Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Compensation to Company A shall be as follows. All amounts are stated in United States dollars unless otherwise noted.

Payment schedule: — Payments are due within of invoice receipt.

Late payment: Amounts unpaid beyond the due period shall incur interest at the lesser of (a) or (b) late charge. Company B shall also be liable for reasonable collection costs and attorneys' fees incurred by Company A in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective date of termination.

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

Effect of termination: Upon expiration or termination, Company B shall pay Company A for all services performed and expenses incurred through the effective date of termination. Sections relating to confidentiality, indemnity, payment of amounts accrued and governing law shall survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other in any form, whether oral, written, electronic or observed. The receiving party shall:

(a) hold Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information shall not include information that is (i) already known to the receiving party without restriction; (ii) publicly available through no fault of the receiving party; or (iii) rightfully received from a third party without restriction.

The obligations in this section shall survive termination or expiration of this Agreement for a period of unless a longer period is required by law.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, willful misconduct or negligent performance.

Governing Law; Dispute Resolution

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. The parties agree to negotiate in good faith to resolve disputes, and if unresolved, submit the dispute to binding arbitration in the county of the governing state selected above, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement (including any schedules or attachments expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment or modification shall be valid unless set forth in a written instrument 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 notice. Notices shall be deemed given when received by personal delivery, confirmed overnight courier, or certified mail, return receipt requested.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: A party's failure to enforce any right shall not constitute a waiver of that right. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now