Business Document Emery

BUSINESS DOCUMENT EMERY

Parties

Recitals

WHEREAS, Party A Name: is engaged in the business of providing certain services and possesses the expertise and capacity to perform the services described in this Agreement; and

WHEREAS, Party B Name: desires to retain Party A to perform such services on the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services to be provided by Party A.

Scope of Work

Party A shall provide the services described below in accordance with the terms of this Agreement. The parties acknowledge that the description below is intended to identify deliverables, milestones, and acceptance criteria.

Payment Terms

Compensation: Party B shall pay Party A the total sum of $ for the services described in this Agreement, subject to the schedule and conditions below.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of per month or the maximum rate permitted by law. Party B shall also be responsible for any collection costs incurred by Party A for overdue amounts.

Taxes and Expenses: Unless otherwise stated, the compensation set forth above does not include taxes, duties, or third-party expenses. Taxes and reimbursable expenses shall be the responsibility of as expressly agreed.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination for convenience, Party A shall be entitled to payment for services performed through the effective date of termination and for reasonable wind-down costs.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within a commercially reasonable period not to exceed thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by a disclosing party to the receiving party in any form, whether marked confidential or not, that relates to business operations, financial data, trade secrets, technical information, client lists, pricing, or other information that, by its nature, should reasonably be considered confidential.

Obligations: The receiving party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Remedies: The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages are an inadequate remedy and, accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of any disputes arising under this Agreement.

Entire Agreement

Integration: This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, one (1) business day after overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

Severability: If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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