Business Document Mitch

BUSINESS DOCUMENT MITCH

This Business Services Agreement (the Agreement) is made effective as of by and between the parties identified below.

Parties

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business consulting, strategic advisory, and related services to commercial clients; and

WHEREAS, Client desires to engage Service Provider to perform certain services described in this Agreement and Service Provider agrees to perform those services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the terms of their engagement, deliverables, compensation and confidentiality obligations be reduced to writing in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that work shall be performed in a professional and timely manner consistent with prevailing industry standards.

PAYMENT TERMS

Client agrees to pay Service Provider a total fee of $ for the services described above.

Invoices are due within days of invoice date. Past due amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law.

Client shall reimburse reasonable out-of-pocket expenses incurred by Service Provider in performance of the services, provided such expenses were approved in advance in writing by Client.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to remedy such breach within days after receipt of notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient) in any form that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) use Confidential Information solely for the purposes of performing this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors with a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully known to Recipient prior to disclosure, (iii) is received from a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. If Recipient is required by law or court order to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and cooperate, at Discloser's expense, in seeking a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, Recipient shall, at Discloser's election, return or destroy all Confidential Information within days and certify destruction in writing.

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. Exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located in that State, and the parties submit to the personal jurisdiction of those courts.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attached exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

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

Amendment: Any amendment or modification of this Agreement must be in writing and signed by both parties. No course of conduct or failure to enforce any right shall be deemed a waiver.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other organizational action.

Sign Now