Business CREA Document

Business CREA Document

Client Name:    Service Provider Name:

Effective Date:    Agreement Reference ID:

Recitals

WHEREAS, Client is engaged in lawful business operations and desires to retain Service Provider to perform certain professional services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel, and resources to perform the services described herein in a timely and professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided and the compensation to be paid.

Scope of Work

Payment Terms

Total Fee:    Currency:

Invoices due within days of receipt.    Late payment fee:

All fees and reimbursements are exclusive of applicable taxes unless otherwise stated. Client is responsible for any taxes levied on payments pursuant to this Agreement.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Termination for cause may be effected immediately upon written notice if the non‑breaching party reasonably determines that a material breach has occurred and such breach remains uncured for a period of days after written demand for cure.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, electronically, or by inspection, 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.

The Receiving Party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) 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 (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction, (iii) is rightfully received by the Receiving Party from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations under this Confidentiality section shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

Representations; Indemnity; Limitation of Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Each party shall defend, indemnify and hold harmless the other party from and against any claims, losses or liabilities arising out of the indemnifying party's breach of this Agreement, willful misconduct or gross negligence, except to the extent caused by the other party's negligence or breach.

Except for liability arising from gross negligence, willful misconduct or a party's breach of its confidentiality obligations or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between senior executives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to mediation prior to initiating any arbitration or litigation, unless otherwise mutually agreed in writing.

Assignment; Notices

Neither party may assign its rights or delegate its obligations under 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, provided the assignee assumes all obligations hereunder.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by an authorized representative of each party.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute valid provision that most closely effects the parties' original intent.

Headings are for convenience only and do not affect interpretation. The parties acknowledge that they have had the opportunity to consult with counsel and that this Agreement shall not be construed against either party by reason of authorship.

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