Business AT Document

BUSINESS AT DOCUMENT

This Business AT Document ("Agreement") is entered into as of , by and between the parties identified below.

Parties

Recitals

WHEREAS, Company seeks certain business services and expertise described herein, and Provider represents that Provider possesses the necessary qualifications, personnel and resources to perform such services under the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of services, compensation, confidentiality, and other obligations to ensure clear allocation of risk and performance expectations; and

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

Scope of Work

Provider shall perform the services described below. Provider shall furnish all labor, materials, equipment, and supervision necessary to perform the services in a professional and workmanlike manner and in accordance with the schedule agreed by the parties.

Payment Terms

Company shall pay Provider for the services performed as follows. All amounts are in lawful currency unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, beginning thirty (30) days after the invoice due date. Company shall also reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect past due amounts.

Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

During the term of this Agreement and for a period of three (3) years thereafter, each party shall hold in confidence and not disclose any Confidential Information of the other party, except as expressly permitted by this Agreement or required by law. "Confidential Information" means nonpublic information disclosed by one party to the other 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.

The receiving party may disclose Confidential Information to its employees, agents, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Relationship of the Parties; Compliance

Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. Provider shall comply with all applicable laws, rules and regulations in performing the services and shall be solely responsible for all employment taxes and other statutory obligations for Provider's personnel.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its principles of conflicts of law. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for any claim arising from this Agreement shall exceed the amount actually paid under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This Agreement, including any exhibits 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 agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in a writing signed by both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

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