Business Document Lee

BUSINESS DOCUMENT LEE

This Business Services Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

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

WHEREAS, Contractor represents and warrants that it has the necessary experience, personnel, and resources to perform the scope of work and will perform in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their entire agreement concerning the engagement in writing.

SCOPE OF WORK

Contractor shall provide services and deliverables as described below. Contractor will perform all services in accordance with the schedule and milestones agreed by the parties, and will provide progress reports upon request.

PAYMENT TERMS

In consideration for the services performed by Contractor, Client shall pay Contractor according to the following terms.

Client shall pay undisputed invoices within Payment Term: days of receipt. Invoices must reference the project and any milestone completed. Any disputed portion of an invoice shall be promptly identified in writing and the undisputed portion shall remain payable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least Notice Period (days): days prior to termination.

Either party may terminate for material breach if the breaching party fails to cure the breach within Cure Period (days): days after receiving written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party (a "Recipient") shall protect the confidential and proprietary information of the other party (the "Discloser") with the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential information includes non-public business, technical, financial, and customer information disclosed in connection with this Agreement. Confidential information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by Recipient, (b) was known to Recipient prior to disclosure as evidenced by written records, (c) is lawfully disclosed to Recipient by a third party without restriction, or (d) is independently developed by Recipient without use of, or reference to, Discloser’s confidential information.

Recipient may disclose Confidential Information if required by law, provided Recipient uses reasonable efforts to notify Discloser and to obtain confidential treatment or a protective order. Upon termination or expiration of this Agreement, Recipient shall return or, if requested, securely destroy Discloser’s Confidential Information and certify such destruction in writing within 30 days.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Contractor warrants that the services will be performed in a professional and workmanlike manner. Each party agrees to indemnify and hold the other harmless from third party claims arising from the indemnifying party’s willful misconduct or gross negligence in connection with the performance of this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as either party designates in writing. Notices shall be deemed given upon receipt.

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. The parties submit to exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments referenced herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

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

The parties agree that monetary damages may be an inadequate remedy for breach of the confidentiality obligations and that injunctive relief may be appropriate in addition to other remedies.

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