Business Document Estes Topeka

Business Document Estes Topeka

Recitals

WHEREAS, Party A is engaged in the business of and seeks to obtain certain services; and

WHEREAS, Party B represents that it has the necessary experience and capability to perform the services described herein and agrees to provide those services to Party A on the terms set forth below.

Scope of Work

Party B shall perform the work, deliverables and services as set forth below. The parties acknowledge that timelines, deliverables, and acceptance criteria are material terms of this Agreement.

Payment Terms

In consideration for the services described above, Party A shall pay Party B the fees and expenses set forth in this section. Unless otherwise agreed in writing, payments shall be made in U.S. dollars and in accordance with the schedule below.

Unless otherwise set forth above, late payments shall accrue interest at the rate specified in the Late Payment Fee field and Party B may suspend performance after providing written notice of nonpayment and ten (10) days to cure.

Term and Termination

This Agreement shall commence on the start date set forth below and shall continue until the end date set forth below, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party the notice set forth above. Termination for cause may be effected immediately by the non-breaching party where the breaching party fails to cure a material breach within thirty (30) days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is marked or reasonably understood to be confidential. The Receiving Party shall not disclose such information to third parties and shall use it solely for performance under this Agreement. Confidential information does not include information that: (a) is or becomes publicly known other than through breach of this Agreement; (b) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (c) is required to be disclosed by law, provided the Receiving Party provides prompt notice to the Disclosing Party and limits disclosure to the extent required.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, for which protection shall continue for so long as such information remains a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

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

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

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