Business Document Kyron

BUSINESS DOCUMENT KYRON

This Business Agreement (the Agreement) is made and entered into as of (Effective Date), by and between Client Name: and Contractor Name: .

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business services described herein and Contractor is willing and able to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other terms governing the relationship between the parties.

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

Scope of Work

Contractor shall perform the services described below (Services). Contractor shall furnish all labor, materials, equipment and supervision necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Contractor for performance of the Services as set forth in this Payment Terms section. All amounts are in U.S. dollars unless otherwise stated.

Deposit or initial payment (if any): $ . Remaining payments due per schedule above. Invoices are payable within days of invoice date.

Late payments shall incur interest at the lesser of per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys' fees incurred by the non-breaching party.

Term and Termination

The Term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Start Date: .   End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate without cause upon days' prior written notice.

Confidentiality

Each party (Receiving Party) will hold in strict confidence and will not disclose to any third party nor use for any purpose other than the performance of this Agreement any Confidential Information disclosed by the other party (Disclosing Party). Confidential Information includes business plans, financial information, customer and supplier lists, technical data, trade secrets, and other proprietary information disclosed in any form.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that (a) was publicly known at the time of disclosure; (b) becomes publicly known without breach of this Agreement; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Governing Law

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

Representations; Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor shall indemnify and hold harmless Client from and against any third-party claims arising from Contractor's negligence or willful misconduct in performing the Services.

Entire Agreement

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction. If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect.

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