Business Document Bobz

Business Document Bobz

Parties and Recitals

This Business Document Bobz Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between ("Provider"), and ("Client").

WHEREAS, Provider is engaged in the business of providing professional business services, consulting, and other deliverables described below; and

WHEREAS, Client wishes to retain Provider to perform the services on the terms and conditions set forth in this Agreement, and Provider agrees to perform such services for Client.

Scope of Work

Provider shall perform the services and deliver the deliverables described in this Section (the "Services"). The Services to be provided by Provider are:

Provider shall perform the Services in a commercially reasonable manner consistent with industry standards and shall allocate personnel with appropriate experience. Any material change to the scope of the Services shall require a written change order executed by both parties, which shall describe any change to cost or schedule.

Payment Terms

All amounts due under this Agreement are exclusive of applicable taxes. Client shall pay undisputed invoices within days of invoice receipt unless otherwise specified in the Payment Schedule.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, starting on the date payment is late. In addition, Client shall be responsible for reasonable collection costs and attorney's fees incurred by Provider in collecting late sums.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date or until earlier terminated in accordance with this Agreement. Start Date: End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed by a party 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.

Each recipient shall: (a) hold the discloser's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted by this Agreement; and (c) not use Confidential Information for any purpose other than to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes public through no breach hereof; (ii) is independently developed by recipient without reference to the discloser's Confidential Information; or (iii) is required to be disclosed by law, provided recipient gives prompt notice and assists discloser in seeking protective relief.

Representations; Warranties; Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client shall indemnify, defend and hold Provider harmless from and against third-party claims arising out of Client's gross negligence or willful misconduct. Provider's liability for damages arising out of or in connection with this Agreement shall be limited to direct damages not to exceed the fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties cannot resolve the dispute through good faith negotiations within sixty (60) days after notice of dispute. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

Entire Agreement; Amendment

This Agreement, together with any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Entity Type (Select as applicable)

Provider Entity Type: Corporation LLC Sole Proprietor Other

Client Entity Type: Corporation LLC Sole Proprietor Other

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency or joint venture relationship between the parties. Neither party may assign its rights or delegate its 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 or sale of substantially all of its assets.

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