Business Contract Concept

BUSINESS CONTRACT CONCEPT

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business services; and

WHEREAS, Service Provider Name: has represented that it is qualified and able to provide the services described below; and

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

Scope of Work

Service Provider shall perform the services described below. The services shall include, without limitation, the tasks and deliverables identified in this section and any attachments expressly incorporated by reference.

Payment Terms

Client agrees to pay Service Provider the fees and expenses described below in consideration for the services rendered. All amounts are in U.S. dollars unless otherwise indicated.

Invoices shall be due within the payment period specified above. Overdue amounts shall accrue interest at the rate specified in Late Payment Fee and the prevailing statutory rate if that rate is higher. Client shall also reimburse Provider for reasonable collection costs, including attorney fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party, provided that the terminating party gives written notice specifying the breach and a cure period of Notice Period (days): days to cure. If the breach is not cured within the cure period, the Agreement may be terminated by written notice.

Either party may terminate for convenience upon written notice of Termination for Convenience Notice (days): days, subject to payment for services rendered through the effective date of termination and any mutually agreed transition assistance.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is received from a third party without restriction and without breach; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement. The obligations of confidentiality survive termination for a period of three (3) years unless otherwise specified below.

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 first attempt to resolve any dispute by negotiation between senior representatives. If unresolved within 30 days, either party may pursue remedies in the courts of competent jurisdiction in that State.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in a writing signed by authorized representatives of both parties.

Independent Contractors; Assignment

The parties are independent contractors and nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship. Neither party may assign its rights or delegate its duties under 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 all or substantially all of its assets.

Notices

All notices required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be effective upon receipt.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that monetary damages may not be an adequate remedy for breach of certain provisions and that equitable relief, including injunction and specific performance, may be sought in addition to other remedies.

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