Business Document Preview

BUSINESS DOCUMENT PREVIEW

Parties

This Business Agreement ("Agreement") is entered into by and between the parties set forth below on the Effective Date stated herein.

Corporation    LLC    Individual/Sole Proprietor

Corporation    LLC    Individual/Sole Proprietor

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and has expertise necessary to perform the services described in this Agreement;

WHEREAS, Party B desires to retain Party A to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their mutual rights and obligations in writing.

Scope of Work

Party A shall perform the services and deliverables described below. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the services, Party B shall pay Party A the fees and expenses set forth below. All fees are due in United States dollars unless otherwise agreed in writing.

Payments not received within thirty (30) days of invoice date shall accrue interest at the rate specified above. Party B shall also be responsible for any collection costs, including reasonable attorneys' fees, incurred by Party A to recover overdue sums.

Term and Termination

This Agreement commences on the Effective Date and shall continue in effect until the completion of the Scope of Work or the End Date specified below, unless earlier terminated in accordance with this Agreement.

Effective Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the other party's Confidential Information.

Each recipient shall: (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise reasonable care to protect the Confidential Information. The confidentiality obligations in this section shall survive termination of this Agreement for a period of .

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against any third-party claims, damages, and expenses arising from the indemnifying party's willful misconduct, negligence, or breach of this Agreement. Except for claims for breach of confidentiality or gross negligence, neither party shall be liable for consequential, incidental, or punitive damages, and aggregate liability shall be limited to the total fees paid by Party B under this Agreement during the preceding twelve (12) months.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising under this Agreement.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices required under this Agreement shall be in writing and delivered to the contact information provided by each party. If any provision of this Agreement is found 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 an affiliate or in connection with a merger or sale of substantially all assets.

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