Business Document Invalid Document

Business Document Invalid Document

This Business Document Invalid Document (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, Client desires to engage Provider to perform certain business consulting and related services as more specifically described in this Agreement; and

WHEREAS, Provider represents that it has the necessary experience, personnel, facilities and qualifications to perform the services described in this Agreement and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the terms, conditions and responsibilities of each party with respect to the engagement and the performance of services hereunder.

Scope of Work

Payment Terms

Compensation: Client shall pay Provider a total fee of $ (the Fee) for the services described in Section 2, subject to the payment schedule below.

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is lower.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means any non-public, proprietary or confidential information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether in writing, orally, or by inspection, including but not limited to trade secrets, business plans, customer lists, pricing, and technical information.

Obligations: The Receiving Party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted below.

Permitted Disclosures: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is developed independently by the Receiving Party without use of Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice and assistance to the Disclosing Party to seek a protective order or other appropriate remedy.

Remedies: The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Section and that the Disclosing Party shall be entitled to seek injunctive relief and any other remedy 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 conflict of laws principles.

Miscellaneous

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties.

Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Notices: All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other.

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any applicable law, regulation, or contractual obligation.

Sign Now