Business Document EcoSun

Business Document EcoSun

This Business Agreement (the Agreement) is entered into effective as of (Effective Date) by and between Company Name: , a business with principal place of business at , and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Company Name is engaged in the business of renewable energy consulting and related services, and desires to retain Service Provider to perform certain professional services in connection with Company Name's projects;

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel, and resources to perform the services described in this Agreement and agrees to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties wish to set forth the terms governing their relationship, deliverables, compensation, confidentiality, and other rights and obligations.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that specific deliverables, milestones, acceptance criteria, and any changes shall be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Compensation for the services shall be as set forth below. Service Provider shall invoice Company Name in accordance with the agreed schedule. All payments shall be made in United States dollars unless otherwise agreed in writing.

Any amounts not paid within days after the invoice due date shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. Company Name shall be responsible for all reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this section, shall continue until the End Date .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Service Provider shall deliver to Company Name all work-in-progress, completed deliverables, and any materials paid for by Company Name, and Company Name shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination, subject to setoff for any damages resulting from Service Provider's breach.

CONFIDENTIALITY

Each party (Receiving Party) acknowledges that during performance of this Agreement it will receive Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public information disclosed orally, in writing, or by inspection that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession without restriction before receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no case less than reasonable care, and (iii) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prompt written notice and, at the Disclosing Party's expense, reasonably cooperates in any efforts to limit or contest the disclosure.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables prepared specifically for Company Name under this Agreement shall be considered "work made for hire" and ownership of such deliverables shall vest in Company Name upon full payment of all amounts due. Service Provider shall retain ownership of its pre-existing materials, tools, software, and methodologies and grants to Company Name a nonexclusive, perpetual, worldwide license to any pre-existing materials embedded in the deliverables to the extent necessary for Company Name to use the deliverables for their intended purpose.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider represents and warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY NAME TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, either party may pursue any available legal or equitable remedies.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as either party may designate in writing.

MISCELLANEOUS; ENTIRE AGREEMENT

This Agreement, together with any written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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