Business Document August Document

Business Document August Document

Parties

Entity Type: Corporation LLC Individual

Recitals

WHEREAS, Client is engaged in the business activities described as: ; and

WHEREAS, Contractor possesses expertise, personnel and capacity to perform the services set forth herein and is willing to perform such services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the services to be provided by Contractor pursuant to this Agreement effective as of Effective Date:

Scope of Work

Contractor shall perform the services described below for Client in a professional and workmanlike manner consistent with industry standards. The scope, deliverables and acceptance criteria are as follows:

Payment Terms

Compensation: Client shall pay Contractor a total fee of USD for the services described in this Agreement, subject to the payment schedule below.

Invoices: Contractor shall submit written invoices to Client at the addresses listed in this Agreement. Payments are due within days of receipt of invoice.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees incurred to collect delinquent amounts.

Taxes: Except as otherwise provided, Client shall be responsible for any sales, use, or other taxes arising out of the transactions contemplated by this Agreement, excluding taxes based on Contractor’s net income.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Such notice must specify the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential.

Obligations: Receiving party shall (i) maintain Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party, (b) is rightfully received 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 receiving party gives prompt written notice and cooperates to seek protective measures.

Duration: The confidentiality obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Insurance

Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Contractor shall be responsible for all taxes and withholdings arising from compensation paid under this Agreement and shall maintain insurance customary for the services to be performed.

Liability; Indemnification

Each party shall indemnify, defend and hold harmless the other party from claims, losses, liabilities and expenses arising from its breach of this Agreement or its negligent or willful acts. Except for indemnification obligations and willful misconduct, neither party shall be liable for consequential, incidental or punitive damages.

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.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification of this Agreement 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 above or to such other address as a party may designate by written notice. Notice shall be deemed given upon personal delivery, proven overnight courier delivery, or three (3) days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that most nearly reflects the parties' original intent.

Acknowledgment

By signing below, each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to bind such party.

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