Business Dichiera Document

BUSINESS DICHIERA DOCUMENT

This Business Dichiera Document (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address at , and Provider Name: with principal address at .

RECITALS

WHEREAS, Client desires to procure certain business advisory, operational, and implementation services described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the described services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth in writing their respective rights and obligations with respect to the services to be provided.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones, and deliverables shall include but are not limited to the following:

PAYMENT TERMS

Provider shall submit invoices in accordance with the payment schedule. Client shall pay invoiced amounts within days of receipt.

Any amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs and legal fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason by providing written notice to the other party no fewer than days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party material breaches this Agreement and fails to cure the breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party 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, including business plans, financial data, client lists, and technical information.

Obligations: Each receiving party shall (a) use Confidential Information solely to exercise rights and perform obligations under this Agreement, (b) restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without reference to Confidential Information, or (iv) is required to be disclosed by law or valid legal process, in which case the receiving party shall provide prompt notice to the disclosing party to enable pursuit of protective measures.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign receivables to a financing party without Client consent.

Independent Contractor: Provider is an independent contractor for all purposes and is not an employee, agent, or partner of Client. Provider is solely responsible for all taxes and withholdings applicable to its personnel.

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