Business Document Sakellariou

Business Document Sakellariou

This Business Agreement (the Agreement) is made and entered into on by and between: Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Provider to perform certain services described herein, and Provider represents that it has the experience, personnel and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Provider will perform services for Client, including deliverables, compensation, confidentiality and remedies; and

WHEREAS, the parties desire to reduce their understanding to writing and to define their respective rights and obligations with respect to the services and the business relationship created hereby.

Scope of Work

Provider shall perform the services and deliver the work products described below in a professional and workmanlike manner in accordance with the schedule established by the parties. Provider shall provide all labor, materials and equipment necessary to complete the services except as otherwise expressly set forth herein.

Payment Terms

In consideration for the services and deliverables described in this Agreement, Client shall pay Provider in accordance with the following terms. Unless otherwise specified, all amounts are in the mutually agreed currency and exclusive of taxes.

Payments not received within the period set forth above shall be subject to a late charge calculated as follows:

The parties agree the greater of the fixed late fee and the percentage fee shall apply, subject to any limitation under applicable law.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing the required notice in writing. Either party may terminate immediately upon material breach by the other party that remains uncured after the applicable cure period set forth in this Agreement.

Confidentiality

Each party (Receiving Party) acknowledges that in performance of this Agreement it may receive Confidential Information of the other party (Disclosing Party). Confidential Information means non-public business, technical, financial information, customer lists, pricing and other information reasonably understood to be confidential. Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors with a need to know who are bound by confidentiality obligations no less protective than this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes publicly known through no breach by Receiving Party, (ii) was rightfully in Receiving Party’s possession prior to receipt from Disclosing Party, (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information, or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice and cooperates with Disclosing Party to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all work product, inventions, designs, reports, deliverables and other materials conceived, created or developed by Provider specifically for Client in connection with this Agreement (Work Product) shall be deemed work made for hire and Client shall own all right, title and interest therein upon full payment of all amounts due. Provider shall retain ownership of Provider pre-existing materials and tools; Provider grants Client a non-exclusive license to incorporate any such materials to the extent necessary for Client’s use of the Work Product.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AND LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either party designates by notice. Notices are effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly; failing resolution, the parties submit to the exclusive jurisdiction of the courts located in the stated jurisdiction.

Assignment; Amendment; Entire Agreement

Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect.

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