Business Cabi Template

BUSINESS CABI TEMPLATE

This Business Cabi Template (the Agreement) is entered into effective as of by and between:

RECITALS

WHEREAS, Client is engaged in the business of operating and managing its business information cabinet and requires certain consulting, advisory and related services to support business organization, record-keeping and operational processes; and

WHEREAS, Service Provider possesses experience, personnel and resources necessary to provide the services described herein and desires to provide such services to Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below and any additional tasks agreed in writing by the parties. Deliverables, milestones and acceptance criteria shall be as set forth in this section.

PAYMENT TERMS

Client shall pay Service Provider fees in accordance with the schedule below. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Overdue payments shall accrue interest at a rate of per month (or the maximum permitted by law, if lower). Client shall also reimburse Service Provider for reasonable collection costs and legal fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means non-public 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. Confidential Information includes business plans, customer lists, financial data, trade secrets, and technical information.

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

Confidential Information shall not include information that (i) is or becomes generally available to the public 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 or reference to the disclosing party's Confidential Information.

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 that state for any dispute arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement will 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 that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

Indemnification: 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 gross negligence, willful misconduct, or material breach of this Agreement.

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 either party may designate by written notice. Delivery may be effected by personal delivery, recognized overnight courier, or certified mail (return receipt requested).

Sign Now