Business Document KKPAM

Business Document KKPAM

This Business Document KKPAM (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal place of business at and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Company wishes to engage Service Provider to perform certain business services and deliverables as described herein; and

WHEREAS, Service Provider represents that it has the skill, experience and personnel necessary to perform the services and deliverables under this Agreement in a timely and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Services will be provided and payments made.

1. Scope of Work

Service Provider shall perform the services, prepare deliverables and comply with milestones as set forth below. Services shall include, without limitation, the activities described in the Scope of Work and any attachments incorporated by reference. The parties acknowledge that the Scope of Work may be amended only by written agreement signed by authorized representatives of both parties.

2. Payment Terms

In consideration for the Services, Company shall pay Service Provider the fees and expenses set forth below in accordance with the schedule and conditions specified. All payments shall be made in lawful money of the applicable currency unless otherwise agreed in writing.

In the event any undisputed amount due hereunder remains unpaid beyond the Payment Due period, Company shall pay interest at the lesser of: % per month on the overdue balance, compounded monthly, or the maximum rate permitted by applicable law. Service Provider may suspend performance if invoices remain unpaid more than days after written notice.

Expenses reasonably incurred by Service Provider in direct performance under this Agreement shall be reimbursed only if pre-approved in writing by Company and invoiced with supporting documentation. Reimbursable expenses: Yes

3. Term and Termination

This Agreement shall commence on Start 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 not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or immediately for insolvency or appointment of a receiver.

4. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not, without the prior written consent of the other party (the "Disclosing Party"), disclose or use any Confidential Information received from the Disclosing Party except as necessary to perform its obligations under this Agreement. "Confidential Information" means nonpublic information marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall 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, and shall limit disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under controlling law.

5. Intellectual Property

Unless otherwise agreed in writing, all work product, deliverables and materials developed specifically for Company under this Agreement (collectively, "Deliverables") shall be deemed works made for hire and owned exclusively by Company upon full payment. Service Provider hereby assigns to Company all right, title and interest in and to such Deliverables. Service Provider retains ownership of its pre-existing tools, methodologies and know-how; to the extent any of those are incorporated in Deliverables, Service Provider grants Company a nonexclusive, perpetual, royalty-free license to use such materials as embedded in the Deliverables.

6. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from its gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, AND LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY COMPANY TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of State: , without regard to conflict of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county or comparable local jurisdiction of the governing law state, unless the parties mutually agree otherwise.

8. Entire Agreement; Amendments

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

All notices and communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, return receipt requested, or one (1) business day after deposit with an overnight courier.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor by merger or sale of substantially all of its assets. The parties are independent contractors, and nothing in this Agreement shall create a partnership, joint venture or employment relationship.

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