Business DED Document

Business DED Document

Agreement Effective Date:

Parties

Recitals

WHEREAS, Client is engaged in commercial activities and seeks assistance for business development, regulatory coordination, and economic development initiatives described herein; and

WHEREAS, Provider has the expertise, personnel, and capacity to perform consulting, coordination, and administrative services to assist Client in achieving the objectives set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

Scope of Work

Provider shall perform the services described below in a timely, professional, and workmanlike manner in accordance with applicable law and industry standards.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services rendered. All amounts are payable in lawful currency and exclusive of any applicable taxes unless otherwise specified.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed, Client shall remit payment within days of invoice receipt.

Late payments shall incur interest at the lesser of (i) an annual rate of per month compounded monthly, or (ii) the maximum rate permitted by applicable law. Provider may suspend performance for nonpayment after providing written notice and a day opportunity to cure.

Term and Termination

This Agreement shall commence on and shall continue through 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 material breach if the breaching party fails to cure the breach within a commercially reasonable period following written notice, not to exceed days.

Upon termination for any reason, Provider shall deliver to Client all work in progress and Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall treat as confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction; (c) is received without restriction from a third party rightfully in possession of such information; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not use Confidential Information for any purpose other than performing under this Agreement and shall 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 protective than this Agreement. The obligations in this Section shall continue for years following termination or expiration of this Agreement, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other shall exceed the total fees paid or payable to Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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