Business Contracting Pack

Business Contracting Pack

Parties

Effective Date:

Recitals

WHEREAS, Contractor is engaged in the business of providing professional services, labor, materials and expertise in connection with business operations, consulting, and project delivery, and represents that Contractor possesses the necessary qualifications, experience and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Contractor to perform certain services on the terms and conditions set forth in this Agreement, and Contractor agrees to perform such services for Client in accordance with those terms; and

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, compensation, confidentiality obligations, termination rights and other terms applicable to their business relationship.

Scope of Work

Contractor shall perform the services, tasks and deliverables described below. The description below governs the work to be performed unless the parties execute a written amendment signed by authorized representatives of both parties.

Payment Terms

Client shall pay Contractor for the services performed in accordance with the schedule and amounts set forth below. All amounts are in United States dollars and exclusive of any taxes for which Client is responsible unless otherwise stated.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at a rate of (or the maximum rate permitted by law), plus all costs of collection, including reasonable attorney fees.

Invoices shall be issued by Contractor in accordance with the payment schedule. Client shall pay undisputed invoices within the period set forth in the payment schedule. Disputes regarding invoiced amounts must be raised in writing within days of receipt.

Term and Termination

Term: This Agreement commences on the Effective Date and shall continue until completion of the services or the End Date set forth below, whichever occurs first, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and such breach is not cured within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information, materials, data, trade secrets or other proprietary information (collectively, "Confidential Information") disclosed by the other party (the "Disclosing Party") in connection with this Agreement. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction; (c) was in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except where retention is required by law, in which case confidentiality obligations shall continue.

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 disputes arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including all exhibits and written amendments duly executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, provided that the assigning party remains liable for performance. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or other action. Contractor further represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party’s breach of this Agreement, negligence, willful misconduct or violation of law. Except for claims arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

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