Business Document Neutron Document

Business Document Neutron Document

This Business Document Neutron Document (the "Agreement") is entered into as of by and between:

Party A Name:

Party B Name:

WHEREAS

WHEREAS, Party A is engaged in the business of providing professional services and possesses technical expertise and personnel necessary to perform the services described herein;

WHEREAS, Party B desires to engage Party A to perform certain services as set forth in this Agreement, and Party A is willing to perform such services under the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows:

Scope of Work

Party A will perform the following services for Party B in a professional and workmanlike manner consistent with industry standards:

Payment Terms

In consideration for the services rendered by Party A, Party B shall pay Party A in accordance with the following terms:

Party A shall invoice Party B in accordance with the payment schedule. Unless otherwise stated on the invoice, payment is due within the number of days specified in the payment schedule. Late payments shall accrue interest at the late payment fee specified above and Party A may suspend performance upon thirty (30) days' written notice for nonpayment, without prejudice to any other remedies.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic business, technical, financial, or other proprietary information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, visually, or in writing. The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except to its employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality at least as restrictive as those in this Agreement, and (iii) not use Confidential Information except to perform its obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates, at the Disclosing Party's expense, in any lawful effort to limit or contest the scope of the disclosure.

The obligations of confidentiality will survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that state for any disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor to substantially all of its business by merger or sale.

Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier, to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

Acknowledgment

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that the person signing below is authorized to bind the party, and that this Agreement is a legal, valid and binding obligation enforceable against such party in accordance with its terms.

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