Business Document Rendon

BUSINESS DOCUMENT RENDON

This Business Document Rendon (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at (Company), and Service Provider Name: with principal place of business at (Provider).

WHEREAS

WHEREAS, Company desires to engage Provider to perform certain services described herein and Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend to set forth their entire agreement regarding the scope, compensation and confidentiality obligations related to the services.

WHEREAS, the parties desire to allocate risk, establish governance and provide for termination and remedies consistent with industry practice.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner, consistent with prevailing industry standards. Provider shall furnish all personnel, materials, equipment and supervision necessary to perform the services, except as expressly set forth in the Scope of Work.

PAYMENT TERMS

Unless otherwise agreed in writing, payments are due in accordance with the Payment Schedule. Company shall pay undisputed invoices within the time specified in the Payment Schedule. Provider shall submit itemized invoices referencing milestones or deliverables where applicable.

Late payments shall accrue interest as set forth above on the unpaid balance, and Company shall reimburse Provider for reasonable costs of collection, including attorneys' fees, to the extent permitted by law. Disputed amounts shall be raised in writing within ten (10) business days of receipt of invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party equal to the Notice Period specified above. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice of such breach. Termination shall not relieve Company of the obligation to pay Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall maintain in confidence all non-public information disclosed by the other party (Discloser) and designated confidential or which by its nature is reasonably understood to be confidential (Confidential Information). Recipient shall not use Confidential Information except for performance of this Agreement and shall not disclose it to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those hereunder.

Confidentiality obligations survive termination of this Agreement for the period specified above, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Disclosure compelled by law is permitted only after reasonable notice to Discloser and cooperation to seek protective measures.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the right and authority to enter into this Agreement. Provider represents that the services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY COMPANY TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or a nationally recognized courier service and shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

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 will first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be subject to binding arbitration in the county of the governing law state, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

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

ASSIGNMENT

Neither party may assign or transfer its rights or obligations under 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, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing herein shall create an agency, partnership or employment relationship. Headings are for convenience only and do not affect interpretation.

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