Business Document Badger

BUSINESS DOCUMENT BADGER

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business, consulting, or technical services as described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services; and

WHEREAS, the parties wish to set forth the terms and conditions under which such services will be provided to avoid misunderstandings and to protect confidential information.

Scope of Work

Service Provider shall perform the tasks and deliverables described below. The parties may attach project schedules, milestones, or statements of work as exhibits that become part of this Agreement.

Payment Terms

Client agrees to pay Service Provider in accordance with the following terms. Fees do not include applicable sales, use, or other taxes, which shall be paid by Client unless Client provides a valid exemption certificate.

Invoices shall be submitted by Service Provider in accordance with the payment schedule. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date.

Either party may terminate immediately for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, in writing, or by inspection, 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.

The receiving party shall: (a) hold Confidential Information in confidence and not disclose it to any third party except as expressly permitted herein; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure no less than the measures it uses to protect its own confidential information.

Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was lawfully obtained from a third party entitled to disclose it, or (iii) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and certify such return or destruction in writing.

Representations; Independent Contractor

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations applicable to its personnel.

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.

Entire Agreement; Amendments

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

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may specify in writing.

Miscellaneous

Assignment: 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 to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

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