Business Contract CNTR

BUSINESS CONTRACT CNTR

This Business Contract CNTR (the Agreement) is entered into as of Effective Date: , by and between:

RECITALS

WHEREAS, Client desires to procure certain services and deliverables from Contractor as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the experience, personnel, and capability to perform the services described in the Scope of Work and agrees to perform such services in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards and shall provide all labor, materials, equipment, and supervision necessary to complete the services, unless otherwise expressly set forth in writing.

PAYMENT TERMS

Invoices shall be submitted in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Payment shall be made in U.S. dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue late fees of % per month (or the maximum permitted by law, if lower), commencing after a grace period of days following the due date. Minimum late charge: $ .

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work and any work in progress and Client shall pay Contractor for all work performed and expenses incurred through the effective date of termination, subject to offsets for breach or indemnifiable losses.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party) disclosed in connection with this Agreement. "Confidential Information" includes non-public business, financial, technical and other information designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party may disclose Confidential Information to its employees, agents, and subcontractors on a need-to-know basis provided such persons are bound by obligations of confidentiality no less restrictive than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any appendices or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

No waiver of any term shall be effective unless in writing signed by the party waiving such right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign 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.

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