Business Cavanëir Document

BUSINESS CAVANËIR DOCUMENT

Parties and Recitals

This Agreement is made effective as of (the Effective Date), by and between:

Client Name:

Service Provider Name:

WHEREAS, Client desires to engage Service Provider to perform certain services described herein; and

WHEREAS, Service Provider represents that it has the experience, skill, and personnel necessary to perform the services in a professional manner; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

Scope of Work

Service Provider shall provide the services and deliverables described below. The parties acknowledge that any material change in scope shall require a written amendment executed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services. All fees are exclusive of taxes unless otherwise stated.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is less.

Service Provider shall submit invoices in accordance with the payment schedule. Payment is due within the period specified in the invoice. Client shall notify Service Provider in writing of any disputed invoiced amounts within ten (10) days of receipt; failure to timely dispute shall constitute acceptance.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and work in progress through the effective date of termination; Service Provider shall deliver all completed work and invoices for work performed prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other in oral, written, electronic or other form 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 does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

The receiving party shall: (i) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall be protected for as long as they remain trade secrets.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to the deliverables and work product created specifically for Client under this Agreement, subject to Client's payment of all fees due. Service Provider may retain and continue to use general skills, know-how and methodologies developed during performance so long as no Confidential Information or Client-specific deliverables are disclosed or used to the detriment of Client.

Warranties; Limitation of Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, including all attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, both written and oral. Any modification or amendment to this Agreement must be in writing and signed by an authorized representative of each party.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee agrees in writing to assume the assigning party's obligations.

Authorizations and Signatures

Each party represents and warrants that the individual signing below is duly authorized to execute this Agreement on behalf of such party and to bind such party to the terms and conditions set forth herein.

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