Business Contract Estes Ft Worth

BUSINESS CONTRACT ESTES FT WORTH

Effective Date:

RECITALS

WHEREAS, Client Name: is engaged in business at Address: and desires to retain Contractor to perform services in Estes Ft Worth;

WHEREAS, Contractor Name: located at Address: has represented that it has the experience, qualifications and personnel necessary to perform the work described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform professional services for Client in Estes Ft Worth and / or related locations.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: (USD). Payments shall be made in accordance with the schedule below.

Late Payment: If any undisputed amount is not paid within days after the due date, interest shall accrue at , calculated monthly, or the maximum rate permitted by applicable law, whichever is less.

Invoicing: Contractor shall submit invoices to Client at Billing Contact: , Email or Address: . Client shall pay undisputed invoices within the period specified in the Payment Schedule.

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if any): .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether written, oral or electronic, 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, without limitation, business plans, customer lists, pricing, and technical data.

Obligations: Each party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to perform obligations under this Agreement. Each party shall take reasonable measures to protect confidentiality, no less than those measures it uses to protect its own confidential materials.

Exceptions: Confidential Information does not include information that is (i) already known to the receiving party without restriction at the time of disclosure; (ii) or becomes publicly available through no fault of the receiving party; (iii) or is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: The obligations under this Confidentiality section shall survive termination of this Agreement for a period of unless otherwise required by law.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNIFICATION

Relationship: Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor is solely responsible for all employment taxes, benefits and insurance for its personnel. Nothing in this Agreement creates an agency, joint venture, or partnership between the parties.

Insurance: Contractor shall maintain, at its expense, insurance coverage appropriate for the services, including general liability and workers' compensation as required by applicable law. Upon request, Contractor shall provide certificates evidencing such coverage.

Indemnification: Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions or willful misconduct in performing the services under this Agreement, provided that Client gives prompt written notice of any claim and cooperates in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute cannot be resolved by negotiation within sixty (60) days, either party may pursue any remedy available at law or in equity.

NOTICES

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and attachments if any, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

Assignment: Neither party may assign 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.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid, enforceable provision that achieves, to the extent possible, the original intent of the parties.

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