Business Custom Companies Template

BUSINESS CUSTOM COMPANIES AGREEMENT

Effective Date:

Company Name:    Company Representative:

Counterparty Name:    Counterparty Representative:

RECITALS

WHEREAS, Company is engaged in the business of developing, marketing and managing commercial products and services and desires to retain the specialized services of Counterparty to perform certain work on behalf of Company; and

WHEREAS, Counterparty has the experience, qualifications and personnel necessary to perform the services described in this Agreement and is willing to perform such services pursuant to the terms and conditions set forth herein; and

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

SCOPE OF WORK

The services to be provided by Counterparty (the "Services") are described below. Counterparty shall perform the Services in a timely, professional manner consistent with industry standards and applicable law.

PAYMENT TERMS

In consideration for the Services rendered by Counterparty, Company shall pay Counterparty as follows:

Invoices shall be submitted by Counterparty to Company in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are payable within days of receipt.

All payments are exclusive of taxes. Each party shall be responsible for its own taxes arising from this Agreement unless otherwise required by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for Services performed prior to termination.

CONFIDENTIALITY

During the term of this Agreement and for a period of after termination, each party shall hold in confidence and not disclose to any third party Confidential Information of the other party except to its employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

"Confidential Information" includes, without limitation, business plans, technical data, product designs, pricing, customer lists, financial information and trade secrets, whether disclosed orally, in writing or by any other means. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received by the receiving party from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates in obtaining a protective order or other appropriate remedy.

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 under this Agreement.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for incidental, consequential, punitive or special damages, and each party's total aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amount paid by Company to Counterparty under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written and oral agreements, proposals, understandings and communications relating thereto. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other in accordance with this Section. Notices shall be deemed effective upon receipt when delivered by hand or by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most closely approximates the intent and economic effect of the invalid provision. No waiver of any breach will be effective unless in writing signed by the waiving party.

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