Business Document OK Nygaard

Business Document OK Nygaard

This Business Agreement ("Agreement") is entered into as of the effective date set forth below by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client seeks to obtain certain services related to the business objectives described herein, and Contractor represents that Contractor has the requisite expertise and personnel to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services to Client, including scope, compensation and confidentiality protections; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows, effective as of Effective Date:

SCOPE OF WORK

Contractor will perform the services and deliverables described below. Contractor shall perform services in a timely, workmanlike manner consistent with industry standards. Any changes to the scope of work must be documented and agreed in writing by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the services rendered. All payments shall be made in United States Dollars unless the parties agree otherwise in writing.

Invoices shall be submitted to Client and are payable within days of receipt unless otherwise agreed. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law, calculated monthly on the unpaid balance.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall terminate on 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. In addition, either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Upon termination, Client shall pay Contractor for all services performed and reasonable expenses incurred through the effective date of termination. Sections relating to confidentiality, indemnity, payment for accrued obligations and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, business plans, strategies, pricing, customer lists, and trade secrets.

The Receiving Party shall (a) use Confidential Information solely for the purpose of performing its obligations under this Agreement, (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without breach of any obligation of confidentiality. The Receiving Party may disclose Confidential Information to the extent compelled by law or valid order of a court or regulatory authority, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates reasonably to limit disclosure.

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. Any litigation arising out of or relating to this Agreement shall be brought in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any written amendments or change orders executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate remedy for breach of confidentiality and that injunctive relief shall be available in addition to other remedies.

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