Business Articles of Agreement

Business Articles of Agreement

This Articles of Agreement (the Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, the First Party is engaged in the business of providing certain services and possesses the necessary personnel, skill, expertise and resources to perform the work described herein; and

WHEREAS, the Second Party desires to retain the First Party to perform such services under the terms and conditions set forth in this Agreement and both parties wish to set forth their rights and obligations in writing; and

WHEREAS, the parties agree that the terms contained in this Agreement shall govern the relationship between them with respect to the subject matter hereof.

Scope of Work

The First Party shall perform the services, deliverables and other obligations described below (collectively, the Work). The Work shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the performance of the Work, the Second Party shall pay the First Party the amounts and in the manner set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Unless otherwise stated in writing, invoices are payable within the period specified in the Payment Schedule. Any undisputed past-due amounts shall accrue interest at the rate provided above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law. The Second Party shall not withhold payment for minor or immaterial defects; disputes concerning specific items shall be resolved pursuant to the Dispute Resolution provisions of this Agreement.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following delivery of written notice. Termination for convenience by either party requires the providing of the notice period set forth above and payment for all services rendered through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other, whether disclosed orally, in writing, electronically, or by inspection. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure, as evidenced by written records; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without the use of the disclosing party's Confidential Information.

Each party shall: (i) hold the other's Confidential Information in strict confidence; (ii) use such Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose such Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are subject to confidentiality obligations at least as protective as those in this Agreement. Upon termination or expiration of this Agreement, each party shall return or destroy the other's Confidential Information except as required to retain archival records in accordance with applicable law.

Indemnification and Limitation of Liability

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of the confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and a party's aggregate liability shall not exceed the total amounts actually paid under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If negotiation fails, the parties may pursue any available legal or equitable remedies in the state or federal courts located within the chosen governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes the obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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