Business Document Aind Abishi

Business Document Aind Abishi

This Business Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Party A is engaged in the business of providing professional services and possesses the expertise, personnel and resources necessary to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform such services on the terms and conditions set forth in this Agreement, and Party A is willing to provide such services to Party B; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Party A shall perform the services described below for Party B. The services, deliverables and performance standards shall include, but are not limited to, the following:

Payment Terms

Compensation: Party B shall pay Party A a fee in the amount of $ for the performance of the Scope of Work, subject to the payment schedule below.

Invoices shall be due within calendar days of receipt (Net days). Any undisputed amount not paid when due shall accrue interest at the rate of percent per month, or the maximum permitted by applicable law, whichever is less. Party B shall also reimburse Party A for reasonable costs of collection, including attorneys' fees, if applicable.

Term and Termination

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

Start Date:    End Date:

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with at least days' prior written notice.

Confidentiality

Each party (the Receiving Party) acknowledges that during the term of this Agreement it will have access to certain confidential and proprietary information of the other party (the Disclosing Party). The Receiving Party agrees to: (a) hold such Confidential Information in strict confidence; (b) use the Confidential Information solely for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by applicable law or a valid order of a court or governmental authority, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order.

The obligations set forth in this Confidentiality section shall survive termination of this Agreement for a period of years following the effective date of termination, unless a longer period is required by law.

Governing Law

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

Entire Agreement

This Agreement, including any attachments, exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that no joint venture, partnership, employment relationship, or agency is created by this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with the sale of substantially all of its assets or upon merger or consolidation.

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