Business Document Sassano

Business Document Sassano

Parties

Corporation    LLC    Partnership    Sole Proprietor    Other

Individual    LLC    Corporation    Other

Recitals

WHEREAS, Company desires to retain Contractor to perform certain professional services described in this Agreement and Contractor represents that Contractor has the qualifications, experience and ability to perform such services; and

WHEREAS, Contractor agrees to perform such services for Company on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services to be provided by Contractor to Company; now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform the services, deliverables, and milestones described below. Contractor shall carry out the work in a professional manner consistent with industry standards and in accordance with schedules agreed by the parties.

Payment Terms

Company shall pay Contractor for the services performed under this Agreement in accordance with the following payment provisions:

All amounts payable under this Agreement are exclusive of taxes. Company shall pay any sales, use, value-added or other taxes applicable to the services, excluding taxes based on Contractor's net income. Payment shall be deemed made on the date Company initiates the electronic payment or mail date of check.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within fifteen (15) days after written notice specifying the breach. Termination shall not relieve Company of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by either party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical information, and trade secrets.

The receiving party shall: (a) maintain the confidentiality of the disclosing party's Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) was known by the receiving party prior to disclosure as shown by written records; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If the receiving party is required by law or valid process to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate to obtain a protective order or other remedy.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may pursue any available remedy in a court of competent jurisdiction in the chosen state.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contact addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon delivery if delivered personally, on the next business day if sent by reputable overnight courier, or three (3) business days after mailing by certified mail, return receipt requested.

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, and that the execution and performance of this Agreement will not violate or conflict with any other agreement to which it is a party.

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