Business Document Red Rock

Business Document Red Rock

Recitals

WHEREAS, Client Name: is engaged in the operation of its business and desires to procure certain services; and

WHEREAS, Contractor Name: has the experience and capability to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services under the terms and conditions contained herein.

Parties and Notices

Scope of Work

Contractor shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards. The Services to be performed are:

Payment Terms

Client will pay Contractor the fees set forth below in consideration for full performance of the Services.

All payments shall be made in United States dollars and delivered to Contractor at the address set forth above or to such other payee and address as Contractor designates in writing. Client is responsible for all applicable sales, use, value-added, and other taxes, except for taxes based on Contractor's net income.

Term and Termination

The term of this Agreement will commence on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice not less than Notice Period (days): to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Contractor for all Services performed and expenses incurred through the effective date of termination, and Contractor shall deliver to Client all work in progress and deliverables for which Client has paid.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial and other information disclosed by one party to the other, whether disclosed orally or in writing, 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.

Obligations: The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know the information and are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions: The obligations in this Section do not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law, provided it gives the disclosing party prompt notice and reasonable assistance, at the disclosing party's expense, to seek a protective order or other appropriate remedy.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue any remedy available at law or in equity.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor further warrants that the Services will be performed in a competent and professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or infringement of third-party intellectual property rights, neither party shall be liable for indirect, incidental, special or consequential damages, and the total aggregate liability of either party arising from this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Assignment and Subcontracting

Neither party may assign this Agreement or delegate performance of its obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Contractor may engage subcontractors to perform portions of the Services so long as Contractor remains responsible for performance and compliance with this Agreement.

Entire Agreement and Amendments

This Agreement (including all exhibits and attachments hereto, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party designates by written notice to the other.

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