Business Document KBarwick

BUSINESS DOCUMENT KBARWICK

This Business Agreement (the "Agreement") is entered into effective as of Commencement Date: , by and between Client Name: ("Client"), and Service Provider Name: ("Provider"). Client and Provider are collectively referred to as the Parties.

WHEREAS

WHEREAS, Provider possesses the professional expertise and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform such services under the terms and conditions set forth herein, and Provider agrees to perform those services for the compensation and on the schedule established below.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described in this Scope of Work. Provider will perform services in a commercially reasonable manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider as compensation for the services described above in accordance with the following terms.

One-time payment upon completion
Payments by milestone (attach milestone schedule in Scope of Work)
Monthly installments
Other:

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client will be responsible for reasonable collection costs, including attorneys' fees, for past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on Commencement Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately if the breaching Party fails to cure within days after written notice of such breach.

Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination and for any non-cancellable obligations reasonably incurred by Provider.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary, or confidential information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) in connection with this Agreement, whether disclosed orally, visually or in writing. Confidential Information includes business plans, technical data, financial information, trade secrets, client lists, and any other information designated as confidential or that reasonably should be understood to be confidential.

The Receiving Party shall: (a) protect 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) use Confidential Information solely for the purposes of performing this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known 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 use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or infringement of intellectual property or breach of confidentiality, neither Party's aggregate liability for any claim arising out of this Agreement shall exceed the total compensation paid to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including all attachments and documents incorporated by reference, 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. Any modification must be in writing and signed by both Parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses or email addresses set forth below or to such other address as a Party may designate by notice to the other Party.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect. The Parties are independent contractors and this Agreement does not create an employment, partnership, joint venture or agency relationship except as expressly provided herein. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor in connection with a merger or sale of substantially all of its assets.

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