Business BEN Document

BUSINESS BEN DOCUMENT

This Business BEN Document (the "Agreement") is entered into as of by and between:

Corporation    LLC    Other:

Individual    Partnership    Other:

RECITALS

WHEREAS, Party A is the beneficial owner of certain business interests and desires to engage Party B to provide services in furtherance of Party A's commercial objectives; and

WHEREAS, Party B represents that it possesses the necessary experience, expertise and resources to perform the services described in this Agreement and agrees to perform such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the services, payment and confidentiality in a written agreement.

SCOPE OF WORK

Party B shall perform the services described below and any reasonably related tasks necessary to achieve the stated deliverables. Party B will perform all services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Compensation for the services described in this Agreement shall be as set forth below. Party B shall submit invoices in accordance with the schedule agreed by the parties, and Party A shall pay undisputed amounts in accordance with the payment schedule.

Milestone payments as described:
Monthly: due within days of invoice.
Lump sum on completion:

Any undisputed amount not paid when due shall accrue interest at a rate of per month (or the highest rate permitted by applicable law, if lower). Party A is responsible for any reasonable collection costs and attorneys' fees incurred by Party B to recover overdue amounts.

TERM AND TERMINATION

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

Upon termination, Party B shall deliver a final invoice for all services performed through the effective date of termination and shall return or, at Party A's instruction, destroy all confidential materials belonging to Party A. Termination shall not relieve either party of obligations accrued prior to termination or survival provisions expressly stated to survive.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information. Each party agrees to: (a) hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth in this Agreement.

Confidential obligations shall survive termination for a period of years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. A recipient may disclose Confidential Information when compelled by law, provided the recipient gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, to seek a protective order or other appropriate remedy.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration or in a court of competent jurisdiction as elected by the non-breaching party; provided, however, that either party may seek injunctive or other equitable relief to prevent actual or threatened breach of confidentiality or misappropriation of proprietary rights.

REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that performance will not violate any other agreement or law, and that it will comply with all applicable laws, regulations and third-party obligations in performing its duties hereunder.

ENTIRE AGREEMENT

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

NOTICES

All notices 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 are effective upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original intent. No party shall assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control.

Sign Now