Business Document Final Sign

Business Document Final Sign

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and possesses the personnel, experience and resources necessary to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform such services on the terms and conditions set forth in this Agreement, and Party A agrees to provide the services to Party B in accordance with those terms; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows.

Scope of Work

Party A shall perform the services described below. The services shall include all tasks reasonably necessary to achieve the deliverables identified by the Parties.

Payment Terms

Compensation. Party B will pay Party A the total amount of USD for the services described in this Agreement, subject to the schedule below.

Invoices issued by Party A are payable within days of invoice date. Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Party A may suspend performance for non-payment after providing days' written notice.

Term and Termination

Term. This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will expire on .

Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing the other Party with days' prior written notice.

Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve either Party of obligations incurred prior to termination.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other Party (the "Disclosing Party") that is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully in the Receiving Party's possession before receipt from the Disclosing Party; (c) is rightfully received from a third party without confidentiality obligations; 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 only to perform its obligations under this Agreement, (ii) limit disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care used to protect its own confidential information. The Parties acknowledge that a breach may cause irreparable harm and that injunctive relief is an appropriate remedy in addition to other available remedies.

Governing Law; Dispute Resolution

This Agreement will 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 disputes promptly by negotiation. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the state and federal courts located in the county where Party A's principal place of business is located.

Representations and Warranties; Limitation of Liability

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. No amendment or modification will be effective unless in writing and executed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all its assets provided the assignee assumes the assigning Party's obligations. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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