Business Document Full Docs

Business Document Full Docs

Parties

Recitals

WHEREAS, Company desires to retain Contractor to perform certain services described herein and Contractor has the qualifications, experience and ability to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the services beginning on the Effective Date of and as further provided in this Agreement.

WHEREAS, the parties agree that the written terms set forth in this Agreement shall govern the relationship between them.

Scope of Work

Contractor shall provide the services, deliverables and tasks described below in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for Contractor's performance, Company shall pay Contractor the fees set forth below according to the schedule and subject to the conditions in this section.

Company shall pay undisputed invoices within days of receipt. All payments shall be made in U.S. Dollars unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Start Date of and continue in full force and effect until the End Date of unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if a material breach is not cured within fifteen (15) days after written notice of such breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally or in writing. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold the Confidential Information in strict confidence and exercise at least the same degree of care to protect it as it uses with its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

If the receiving party is compelled by law to disclose Confidential Information, it shall promptly notify the disclosing party and cooperate reasonably to limit disclosure and seek protective measures.

Representations, Warranties and Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement. Contractor represents that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIM WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's cumulative liability to the other shall exceed the total fees paid or payable to Contractor under this Agreement during the twelve (12) month period preceding the claim.

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 its conflict of laws provisions. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, either party may seek relief in the state or federal courts located in the governing state specified above.

Entire Agreement; Amendments

This Agreement, together with any exhibits, attachments and accepted statements of work, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Notices required under this Agreement shall be in writing and delivered to the contact information provided above, or to such other address as a party may designate in writing.

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