Business Document Bhunia

BUSINESS DOCUMENT BHUNIA

Parties

Client Name:

Service Provider Name:

Effective Date:    Project Reference:

Recitals

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider has the requisite experience, capabilities and personnel to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms, conditions, responsibilities and payment for the services to be performed under this Agreement effective as of the Effective Date above.

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

Scope of Work

Deliverables and acceptance criteria will be as set forth in the Scope of Work. Service Provider shall perform services in a timely, professional manner and shall assign personnel with appropriate qualifications and licenses where required.

Payment Terms

Invoices shall be submitted by Service Provider to Client in accordance with the Payment Schedule. Payment is due within days of Client's receipt of a properly submitted invoice.

Unpaid amounts will accrue interest at or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, subject to any setoffs permitted by this Agreement.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally or in writing. Receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those 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.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt written notice so the disclosing party may seek a protective order.

Confidentiality Period (years):

Indemnification and Liability

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with performance of this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages, except for liability arising from breach of confidentiality, indemnification obligations, or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive jurisdiction and venue for disputes shall be the state and federal courts located in that State.

Entire Agreement; Amendment

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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