Business Document Frutos Document

Business Document Frutos Document

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

Recitals

WHEREAS, Client desires to retain Contractor to perform certain services related to the production, distribution, marketing, or sale of products or services identified as "Frutos" and Contractor represents that it has the experience, qualifications, and capacity to provide such services; and

WHEREAS, Contractor is willing to provide the services to Client on the terms and conditions set forth in this Agreement and the parties desire to set forth their respective rights and obligations herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

Scope of Work

Contractor shall provide the services and deliverables described below. Services shall be performed in a professional and workmanlike manner in accordance with industry standards applicable to the subject matter.

Payment Terms

Client shall pay Contractor for the services described above in accordance with the following fees and schedule. All fees are payable in U.S. dollars, unless otherwise agreed in writing.

Late payments shall bear interest at the rate of % per month (or the maximum permitted by law, if lower) calculated monthly, commencing on the date payment is due and continuing until payment in full. Alternatively, a flat late fee of may be charged where permitted.

Client is responsible for any sales, use, or other taxes assessed in connection with the services, excluding taxes based on Contractor's net income.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Contractor shall be entitled to payment for services performed and approved expenses incurred through the effective date of termination, subject to set-off for damages resulting from Contractor's breach.

Confidentiality

"Confidential Information" means non-public, proprietary, or business information disclosed by one party to the other, whether in oral, written, electronic, or other form. Confidential Information includes, without limitation, trade secrets, business plans, customer lists, pricing, product specifications, and technical data relating to Frutos products or services.

Each party agrees: (a) to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information but no less than reasonable care; (b) not to disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not to use Confidential Information except to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates to seek protective relief.

Upon termination or request, the receiving party shall promptly return or destroy all Confidential Information and certify such destruction in writing. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets.

Independent Contractor; Liability; Indemnification

Contractor is an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship. Contractor shall be responsible for all taxes and other statutory obligations arising from its performance.

Each party shall indemnify and hold harmless the other from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES.

Governing Law; Dispute Resolution

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 agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. Any amendment or modification to this Agreement must be 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 above or to such other address as either party designates by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three days after being mailed by certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate for a breach of the confidentiality or intellectual property provisions and that injunctive relief or other equitable remedies may be appropriate.

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