Business Document Duffey

Business Document Duffey

Parties

Effective Date:

Recitals

WHEREAS, the Service Provider, identified above, possesses specialized expertise and experience in the provision of business services and solutions; and

WHEREAS, the Client desires to engage the Service Provider to perform certain services, and the Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope may include, without limitation, consulting, analysis, development, implementation, reporting, and related deliverables as expressly set out by the parties.

Payment Terms

Consideration: In consideration for the services rendered by the Service Provider, the Client shall pay the Service Provider the amounts and according to the schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices issued by the Service Provider are due and payable within the payment due days specified above. The Client shall reimburse the Service Provider for reasonable and documented out-of-pocket expenses preapproved in writing. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice; undisputed portions remain payable.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered not less than days prior to termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach. Termination does not relieve the Client of obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means information disclosed by a party (Disclosing Party) to the other (Receiving 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, including business plans, financial information, trade secrets, technical data, and client lists.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information which (a) is or becomes publicly available through no act of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as compelled by law, provided it gives prompt notice to the Disclosing Party to seek protective measures.

Duration: The confidentiality obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Representations; Indemnification; Insurance

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. The Service Provider shall indemnify and hold harmless the Client from claims arising out of the Service Provider's gross negligence or willful misconduct. The Service Provider shall maintain commercially reasonable insurance coverage in connection with the services.

Governing Law; Dispute Resolution

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.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes arising under this Agreement promptly by negotiation. If negotiations fail, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendment

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the receiving party at the addresses set forth below (or to such other address that such party may designate by notice to the other party).

Miscellaneous

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

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

Sign Now