Business Document Lorem Ipsum

Business Document Lorem Ipsum

This Business Agreement (the Agreement) is entered into as of the Effective Date by and between the parties identified below.

Parties

Client Name:

Contractor Name:

Recitals

WHEREAS, Client requires certain business services, deliverables and related advisory work described below; and

WHEREAS, Contractor represents that it has the professional qualifications, experience and ability to perform such services and deliverables in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions upon which Contractor will provide services to Client.

Scope of Work

Contractor shall perform the services and deliver the work product as described below. The Scope of Work shall include specific deliverables, acceptance criteria, milestones, and responsibilities of each party.

Payment Terms

Client shall pay Contractor for performance of the Scope of Work in accordance with the following terms.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees and expenses, in the event of nonpayment.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the Completion Date or termination in accordance with this Section.

Effective Date:    Completion Date / End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above following written notice. Termination for convenience by Client may be subject to payment for work performed and reasonable wind-down costs.

Confidentiality

Each party (Receiving Party) shall hold in confidence and not disclose any Confidential Information of the other party (Disclosing Party) except as required to perform this Agreement or as compelled by law. Confidential Information means non-public business, technical, financial or strategic information disclosed in any form by the Disclosing Party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall use the Confidential Information solely for the performance of this Agreement, shall limit access to employees and contractors who have a need to know, and shall protect the Confidential Information using 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 (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to disclosure; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Contractor represents that its services will be performed in a professional manner in accordance with generally accepted industry standards.

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Contractor under this Agreement during the six (6) months preceding the claim.

Governing Law

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

Entire Agreement; Amendments

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

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets.

Notices: All notices under this Agreement shall be in writing and delivered to the address set forth above or to such other address as a party may designate in writing.

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