Business Document CHAVEZ

Business Document CHAVEZ

Recitals

WHEREAS, Client Name: is engaged in the business described above and seeks to retain the professional services of Service Provider Name: to perform certain services; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described herein and is willing to provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to reduce their agreement to writing and set forth their respective rights and obligations as of Effective Date: .

Scope of Work

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the total sum of: (USD). Payment shall be made in accordance with the schedule and conditions set forth below.

Unless otherwise agreed in writing, invoices shall be due and payable within days of invoice date. Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law, if less), and Client shall be responsible for all reasonable collection costs and attorney fees incurred to collect delinquent amounts.

Term and Termination

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic, or embodied in other tangible form, 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. Confidential Information does not include information that (a) is or becomes generally available to the public through no breach of this Agreement, (b) is obtained from a third party without breach of any obligation of confidentiality, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) 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 a reasonable degree of care, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a strict need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidentiality obligations shall survive termination of this Agreement for a period of ; provided, however, that trade secrets shall be protected for as long as such information remains a trade secret under applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight delivery service to the addresses set forth below or to such other address as a party may designate by notice to the other.

Representations; Independent Contractor

Each party represents and warrants that it has the full power and authority to enter into and perform under this Agreement. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, withholding, insurance, and benefits for its personnel.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties agree that the state and federal courts located in that State shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, to the extent permitted by applicable law.

Entire Agreement; Amendment

This Agreement, including all attachments and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the parties' intent.

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