Business Document Estes Arlington

BUSINESS DOCUMENT ESTES ARLINGTON

Parties

This Business Agreement (the Agreement) is made and entered into as of (Effective Date), by and between the Client and the Contractor identified above.

WHEREAS

WHEREAS, Client engages Contractor to perform certain business services, consulting, and project work in connection with Client's operations at or relating to Estes Arlington; and

WHEREAS, Contractor has represented that Contractor possesses the necessary experience, personnel, facilities and licenses to perform the services described herein and is willing to perform such services for the compensation and on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Scope of Work

Contractor shall perform the services, deliverables and related tasks described in this Section. The parties shall adhere to the specifications, standards and timelines agreed below.

Deliverables shall be deemed accepted when Client provides written acceptance or fails to provide written rejection identifying material nonconformities within days of delivery, unless otherwise mutually agreed in writing.

2. Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay Contractor the amounts and according to the schedule set forth below.

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of invoice receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law.

Unless otherwise agreed in writing, Client shall reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance, provided that Contractor submits supporting receipts.

3. Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

Termination for convenience shall not relieve Client of the obligation to pay for work performed and documented expenses incurred through the effective date of termination. Upon termination, Contractor shall deliver all completed work and reasonably requested transition materials.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by a disclosing party to a receiving party, whether marked confidential or not, that by its nature should be treated as confidential. Confidential Information includes, without limitation, pricing, customer lists, proposals, designs, business plans, and technical specifications.

The receiving party shall (i) use Confidential Information solely to perform its obligations under 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 event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and limits disclosure to the extent legally required.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

5. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days of written notice, the parties may pursue any remedies available at law or equity in the courts located within the county where the governing law state sets venue.

6. Representations; Indemnity; Insurance

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the person signing on its behalf is authorized to bind that party. Contractor agrees to indemnify, defend and hold Client harmless from and against any claims arising from Contractor's gross negligence or willful misconduct in performing the Scope of Work.

Contractor shall maintain commercially reasonable insurance coverage appropriate to the services provided and, upon request, shall provide evidence of such insurance to Client.

7. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, next-business-day courier, or three (3) days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all its assets, or transfer to an affiliate provided the assignee assumes the assigning party's obligations.

The parties acknowledge that each has had the opportunity to consult with counsel and that any rule construing ambiguities against the drafter shall not apply. Headings are for convenience only and shall not affect interpretation.

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