Business Document Strathcona

BUSINESS DOCUMENT STRATHCONA

Parties and Recitals

This Business Document Strathcona (the "Agreement") is made effective as of between , a business with principal address at (hereinafter "Company"), and , a business with principal address at (hereinafter "Provider").

WHEREAS, Company desires to engage Provider to perform certain professional services in and around the Strathcona area as set out herein; and

WHEREAS, Provider represents that it has the experience, capability, and personnel to perform the services described in this Agreement and is willing to perform such services on the terms and conditions set forth below.

Scope of Work

Provider shall perform the work and deliverables described in detail below. Provider shall furnish all labor, materials, equipment, supervision and other items necessary to complete the services in a professional and timely manner in accordance with prevailing industry standards.

Payment Terms

In consideration for the services rendered by Provider, Company shall pay Provider the fees set forth below in accordance with the schedule and conditions in this section. All amounts are expressed in lawful currency.

Payments are due within the timeframe set out in the Payment Schedule. Unless otherwise stated, late payments shall accrue the Late Payment Fee on the outstanding balance, and Provider may suspend performance if amounts due are not paid within thirty (30) days following written notice of default.

Term and Termination

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

Either party may terminate this Agreement for convenience by providing the other party with written notice at least the number of days specified above. Either party may terminate for cause upon material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for services rendered and costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial information, technical data, customer information and proposals.

The receiving party shall: (a) hold Confidential Information in strict confidence and exercise at least the same degree of care in protecting Confidential Information as it uses with respect to its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, professional advisors or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party prompt written notice to allow it to seek a protective order or other appropriate remedy.

Indemnification and Liability

Each party shall indemnify and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or resulting from the indemnifying party’s gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of any action or proceeding arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any attachments and schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Notices

All notices, consents, approvals and other communications required or permitted hereunder 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 set out at the beginning of this Agreement or to such other address as either party designates by written notice.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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