Business Document Akitha Maddumage

Business Document Akitha Maddumage

Parties

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

Recitals

WHEREAS, Client Name: desires to obtain certain professional business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience and capacity to provide such services and agrees to perform under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Deliverables, milestones, and acceptance criteria shall be as described in the Scope Description above. Service Provider shall perform services in a professional and workmanlike manner and in accordance with industry standards.

Payment Terms

In the event any undisputed amount due hereunder is not received by Service Provider within days of the due date, Client shall pay interest at the lesser of (a) % per month on the overdue balance, or (b) the maximum rate permitted by applicable law. Service Provider may suspend performance for amounts more than days overdue.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses reasonably incurred through the effective date of termination and any non-cancellable commitments.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement; provided that the indemnified party provides prompt written notice of the claim and reasonable cooperation in the defense.

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 law principles. The parties submit to the exclusive jurisdiction of competent courts located in that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, including its recitals and attachments (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Representations

Each party represents that it has the full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

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