Business Document Iliyas

Business Document Iliyas

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client Name: seeks to obtain certain professional services described herein; and

WHEREAS, Service Provider Name: represents that it possesses the expertise and capacity to provide such services on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Payment Terms

Total Contract Amount (USD): $

Invoicing and Due Date: Provider shall submit invoices to Client. Payment is due within days of invoice receipt unless otherwise agreed in writing. Late payments shall incur the following charge:

Late Fee: per month on unpaid amounts and/or a flat fee of $ , at Provider's election. Interest shall accrue from the due date until paid at the stated rate or, if no rate is stated, at the maximum lawful rate.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Notice Period for Cure (days):

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial or other proprietary information disclosed by one party (Discloser) to the other (Recipient), whether disclosed orally, visually, or in writing, 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: Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound to protect such information; and (c) employ at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was known by Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without reference to Discloser’s Confidential Information.

Survival: Confidentiality obligations shall survive termination or expiration for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Independent Contractor; Insurance

Provider is an independent contractor and not an employee, partner or agent of Client. Provider shall maintain at its expense all insurance coverages required by law or reasonably necessary for the performance of the services and shall provide certificates upon request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including all attachments and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Remedies; Limitation of Liability

Except as expressly provided otherwise, the parties' available remedies shall include injunctive relief and monetary damages. Neither party shall be liable for incidental, indirect, special, punitive, or consequential damages, except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality.

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