Business Document Phazalia Merge

Business Document Phazalia Merge

Effective Date:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing services and solutions described herein and possesses the personnel, skills, and resources necessary to perform the services; and

WHEREAS, Party B desires to obtain certain services from Party A as set forth in this Agreement and agrees to compensate Party A under the terms and conditions provided below; and

WHEREAS, the parties wish to set out their respective rights and obligations with respect to the services, deliverables, payment and confidentiality under this Agreement.

Scope of Work

Payment Terms

Total Fee:   Currency:

Invoicing: Party A shall submit invoices to Party B at the address specified above. Invoices are due within days of receipt.

Late Payment: Any past due amount will incur interest at % per month (or the maximum lawful rate if less), and a late fee of may be assessed.

Term and Termination

Term Start Date:   Term End Date:

Renewal: Automatic renewal for successive terms unless either party provides written notice of non-renewal at least days prior to expiration.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or business information disclosed by a disclosing party to a receiving party, whether disclosed orally, visually, in writing or by electronic means, including but not limited to business plans, technical data, pricing, trade secrets, and customer lists. Confidential Information does not include information that (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure without confidentiality obligations; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to the receiving party's employees, agents or contractors who have a strict need to know and are bound by confidentiality obligations at least as protective as those herein.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years from the date of termination, except with respect to trade secrets, for which the obligations shall continue for so long as such information remains a trade secret under applicable law.

Remedies: The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the disclosing party may seek injunctive or equitable relief to prevent or limit any such breach, in addition to any other remedies available at law or in equity.

Notices

Notices shall be deemed given (a) upon delivery if delivered personally; (b) three (3) business days after deposit with a nationally recognized overnight courier; or (c) on the date of confirmed transmission if sent by email with confirmation of receipt when accompanied by mailed notice as set forth above.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts located in the governing law jurisdiction specified above.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets.

Amendment: No amendment to this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

Entire Agreement

This Agreement, including any exhibits or appendices attached hereto and any statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating thereto.

Sign Now