Business Document Chislea

BUSINESS DOCUMENT CHISLEA

Parties and Effective Date

This Business Document Chislea (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

Effective Date:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business services and Provider represents that it possesses the necessary expertise, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide those services to Client and to allocate responsibilities, payment, confidentiality, and remedies between them.

WHEREAS, the parties intend that this Agreement constitute a binding legal obligation between them upon execution by authorized representatives.

Scope of Work

Provider shall perform the work described above in a timely, professional and workmanlike manner in accordance with industry standards. Provider will designate a project representative responsible for coordination with Client: Representative Name:

Payment Terms

Total Compensation: $ payable in accordance with the schedule below. All fees are exclusive of taxes unless otherwise indicated.

Invoices shall be submitted by Provider and are due within days of receipt. Overdue amounts shall accrue interest at the rate of (the "Late Fee"), calculated monthly and payable on demand.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. Termination for material breach by either party shall be effective immediately upon written notice if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that by its nature a reasonable person would understand to be confidential. Confidential Information does not include information that is (a) already lawfully known to the receiving party without restriction, (b) publicly known through no fault of the receiving party, or (c) independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Each party shall (i) maintain the confidentiality of the other party's Confidential Information with no less than reasonable care, (ii) use such Confidential Information only for the purposes of performing obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality Obligations Term: years following termination or expiration of this Agreement.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct, breach of its representations or obligations under this Agreement, or infringement of third-party intellectual property rights. Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the preceding twelve (12) months.

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. Any action to enforce this Agreement shall be brought in the courts of that State or in federal court located in that State, and the parties irrevocably submit to the exclusive jurisdiction of those courts.

Entire Agreement

This Agreement, including any exhibits, attachments 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, proposals, negotiations and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the intended economic effect of the invalid provision. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing by a party.

Sign Now