Business BNet Document

Business BNet Document

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

Parties

Corporation    LLC    Partnership    Other

Corporation    LLC    Sole Proprietor    Other

Recitals

WHEREAS, First Party is engaged in the business of providing business networking and technical integration services described herein; and

WHEREAS, Second Party desires to retain First Party to perform certain services under the terms and conditions set forth in this Agreement, and First Party is willing to perform such services; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and other matters governing their relationship.

Scope of Work

First Party shall perform the services and deliverables described below. The parties acknowledge that the Scope of Work may be amended only by written Change Order signed by authorized representatives of both parties.

Payment Terms

In consideration of the services to be performed, Second Party shall pay First Party the fees set forth below in accordance with the following terms.

All payments shall be made in US dollars by the payment method set forth below. First Party shall submit itemized invoices and Second Party shall pay undisputed amounts in accordance with the invoice terms set forth above. Disputes to invoiced amounts must be submitted in writing within the invoice period.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice not less than days to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Second Party shall pay First Party for all services performed and expenses incurred through the effective date of termination, and First Party shall deliver any completed work product for which Second Party has paid.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") that is marked confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists, software, and trade secrets.

The Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

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

Intellectual Property and Work Product

Unless otherwise agreed in writing, all work product, deliverables and inventions created by First Party specifically for Second Party under this Agreement shall be deemed "work made for hire" and ownership shall vest in Second Party upon full payment. First Party retains ownership of its pre-existing intellectual property and tools; First Party hereby grants Second Party a non-exclusive, royalty-free license to any such pre-existing materials to the extent reasonably necessary to use the deliverables.

Representations; Indemnity; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. First Party shall perform services in a professional and workmanlike manner. Each party shall indemnify the other from third-party claims arising from its breach of this Agreement or its negligent or willful acts. Except for obligations of confidentiality and indemnification for third-party claims of intellectual property infringement, neither party shall be liable to the other for consequential, incidental, or punitive damages; aggregate direct damages shall be limited to the total fees paid under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a change of control, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice in accordance with this Section.

Signature

The parties, intending to be legally bound, have executed this Agreement through their duly authorized representatives.

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