Business Document Harkin Document

Business Document Harkin Document

This Business Document Harkin Document (the "Agreement") is made and entered into as of by and between with principal place of business at (hereinafter "Party A"), and with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services and possesses expertise and personnel suitable to perform the work described below; and

WHEREAS, Party B desires to retain Party A to perform such work under the terms and conditions set forth in this Agreement and Party A is willing to perform such work pursuant to the terms herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Party B shall pay Party A the total amount of USD for the services described in the Scope of Work. Unless otherwise agreed in writing, all amounts are exclusive of taxes for which the receiving party is responsible.

Invoicing: Party A shall submit invoices to Party B in accordance with the agreed Payment Schedule. Party B will pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, beginning on the date due and continuing until paid in full. Party B will also be responsible for reasonable collection and legal costs incurred by Party A in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

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 this Agreement 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 shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information, whether written or oral, disclosed by a disclosing party to the receiving party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information shall not include information that (a) is or becomes generally available to the public other than as a result of a breach by the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Remedies: The parties acknowledge that breach of this Confidentiality provision may cause irreparable harm for which monetary damages would be inadequate and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform its obligations under this Agreement, that the execution and delivery of this Agreement have been duly authorized, and that no other approvals, consents or notices are required for such execution or performance except as expressly set forth in this Agreement.

INDEMNIFICATION

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not be deemed a waiver of any subsequent breach.

NOTICES

ADDITIONAL PROVISIONS

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