Business Becker Document

BUSINESS BECKER DOCUMENT

This Business Becker Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider"). The parties agree as follows.

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services described herein and Provider represents that it has the qualifications, experience, and ability to perform those services in accordance with the terms of this Agreement; and

WHEREAS, Provider agrees to provide such services to Client under the terms set forth below, and the parties wish to memorialize their agreement in writing; and

WHEREAS, the parties intend for this Agreement to establish the scope, payment, confidentiality, term and termination rights, and other material provisions governing their commercial relationship.

SCOPE OF WORK

Provider shall perform the services, deliverables, and tasks described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that the description below governs the services to be provided under this Agreement.

PAYMENT TERMS

As consideration for the services rendered by Provider, Client shall pay Provider the fees and in accordance with the schedule described below. All fees are exclusive of taxes unless otherwise stated.

Late Payment: Invoices not paid within days of receipt shall accrue late charges at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Taxes and Withholding: Client is responsible for all sales, use, value-added and similar taxes arising from the transactions under this Agreement, excluding taxes based on Provider's net income. If Client is required by law to withhold any tax from payments to Provider, Client must notify Provider in writing and provide official receipts to Provider.

TERM AND TERMINATION

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

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any remedies that accrued prior to termination.

Termination Without Cause: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("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 business plans, technical data, trade secrets, pricing, and client lists.

Obligations: The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies: The parties agree that monetary damages may be inadequate to protect the Disclosing Party and that the Disclosing Party shall be entitled to seek injunctive relief or specific performance in addition to any other remedies available at law or in equity.

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the chosen jurisdiction for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with 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 understandings, agreements, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and 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 below by certified mail, overnight courier, or email with confirmation. Notices are effective upon receipt.

MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties.

Assignment: Neither party may assign its rights or delegate its duties 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, acquisition, or sale of substantially all of its assets.

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