Business Document Sharon Document

Business Document Sharon Document

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

Recitals

WHEREAS, Client requires certain professional services related to business operations, strategic planning, and project management (the Services), and Provider has represented that it possesses the qualifications, experience and ability to perform such Services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the Services for Client, including scope, payment, term, confidentiality and other obligations set forth herein.

WHEREAS, the parties intend for this Agreement to govern the relationship between them and to allocate risks and responsibilities arising from the Services to be performed.

Scope of Work

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope shall be documented in a written amendment signed by both parties prior to commencement of the changed work.

Payment Terms

Client shall pay Provider for Services as follows:

Unless otherwise agreed in writing, invoices are due and payable within days of invoice date. Late payments shall accrue interest at the rate of on any unpaid balance, and Client shall be responsible for reasonable collection costs.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after written notice.

Upon termination, Provider will deliver to Client all work in progress and final deliverables for which Client has paid, and Client will pay Provider for all Services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using the same degree of care used to protect its own confidential information, but not less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law or valid court order, provided it gives prompt notice to the disclosing party to permit a protective order or other appropriate remedy.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes.

Entire Agreement

This Agreement, together with any written amendments or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, negotiations and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. Notices: Notices shall be in writing and delivered to the addresses set forth in the opening paragraph or such other address as a party designates in writing.

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