Business Document Shawano Co

BUSINESS DOCUMENT SHAWANO CO

This Business Services Agreement ("Agreement") is entered into as of , by and between Company Name: with principal address at (hereinafter "Company"), and Contractor Name: with principal address at (hereinafter "Contractor"). Company and Contractor are referred to collectively as the "Parties".

WHEREAS

WHEREAS, Company requires certain business services described herein and desires to retain Contractor to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources necessary to perform the services requested and agrees to perform those services in a professional, workmanlike manner consistent with industry standards; and

WHEREAS, the Parties wish to set forth the terms under which Contractor will provide services to Company.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Company shall pay Contractor a total fee of $ (the "Contract Price") for the services described in this Agreement, subject to deductions and adjustments as set forth below.

Invoices are due within days of receipt unless otherwise stated. Late payments shall bear interest at a rate of per month (or the maximum lawful rate if lower), along with any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party. Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation and fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Company shall pay Contractor for all services performed and documented expenses incurred through the effective date of termination, subject to any set-offs permitted by this Agreement.

CONFIDENTIALITY

Definition: "Confidential Information" means all nonpublic, proprietary, or confidential information disclosed by one Party to the other, whether oral, written, electronic, or observed, including business plans, customer information, technical data, and pricing.

Obligation: Each Party shall maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, and shall not disclose such information to any third party except to employees, agents, or consultants who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was in the receiving Party's possession prior to disclosure by the disclosing Party, (iii) is independently developed without use of the disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or court order, provided the receiving Party first gives prompt written notice to the disclosing Party and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Shawano County for any disputes arising out of or relating to this Agreement, except as otherwise agreed in writing.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified above or such other addresses as either Party may designate by notice to the other.

MISCELLANEOUS PROVISIONS

Relationship of Parties: Contractor is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties. Contractor shall be solely responsible for all taxes, withholdings, and other statutory obligations applicable to Contractor's performance.

Indemnification: Each Party agrees to indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct.

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