Business Assembly Template

Business Assembly Agreement

This Business Assembly Agreement (the "Agreement") is made and entered into as of , by and between:

Company Name:    Address:

Assembling Party Name:    Address:

Recitals

WHEREAS, the Company desires to procure assembly, coordination and related services necessary to organize and assemble specified business components, materials, and personnel in accordance with the terms set forth herein; and

WHEREAS, the Assembling Party represents that it possesses the necessary expertise, personnel, equipment and authorizations to perform the services described in this Agreement and agrees to perform such services for the Company under the terms and conditions contained herein; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations and other terms governing their relationship in writing.

Scope of Work

The Assembling Party shall perform the services and deliverables described below in a professional and workmanlike manner, consistent with industry standards.

Payment Terms

Compensation: The Company shall pay the Assembling Party the total sum of $ (the "Contract Price"), subject to adjustments for approved change orders as provided in this Agreement.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (i) a rate of percent per month, or (ii) the maximum rate permitted by applicable law. In addition, the Company shall pay a late fee of $ for any invoice unpaid more than days after the due date.

Term and Termination

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

Termination: Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Either party may terminate this Agreement without cause upon delivering days' prior written notice to the other party. Termination does not relieve the Company of the obligation to pay for services properly rendered and accepted prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") 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, including trade secrets, technical data, business plans, financial information, customer lists and pricing.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in writing by the Disclosing Party, and (c) use Confidential Information solely for the purposes of performing this Agreement. The Receiving Party shall take reasonable measures, at least as protective as those it uses to protect its own confidential information, to prevent unauthorized disclosure or use.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

Duration: The obligations under this Confidentiality section shall continue during the Term and for a period of years after termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located within that State for purposes of any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits and written change orders duly executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

General Provisions

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

Independent Contractor: The Assembling Party is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between the parties.

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