Business Document Tahoe Template

BUSINESS DOCUMENT TAHOE TEMPLATE

Recitals

THIS AGREEMENT is made and entered into as of the Effective Date set forth below by and between:

Client Name:   Client Address:

Contractor Name:   Contractor Address:

WHEREAS, Client desires to retain Contractor to perform certain business services and Contractor is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the complete understanding regarding the scope, compensation, term, confidentiality and other material terms governing the engagement.

Scope of Work

Payment Terms

All payments shall be made in United States dollars. Unless otherwise stated in the Payment Schedule, invoices are due within days of invoice date. Past due amounts shall accrue interest and fees as set forth below.

Late payments shall incur a late fee of % per month (or the maximum allowed by law, if lower), assessed after a grace period of days from the invoice due date.

Term and Termination

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

Either party may terminate this Agreement without cause upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach by the other party if the breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") either directly or indirectly, in writing, orally or by inspection. The Receiving Party shall: (a) hold Confidential Information in strict confidence and protect it with the same degree of care used to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any person except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except as to trade secrets, for which protection shall remain for as long as such information qualifies as a trade secret under applicable law.

Representations and Warranties; Liability

Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 by nationally recognized overnight courier to the addresses below.

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 agree that any dispute arising out of this Agreement shall first be subject to good faith negotiation. If unresolved, the parties agree to submit the dispute to binding arbitration in the jurisdiction of the governing law state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement (including all exhibits and schedules hereto) 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. No amendment or modification of this Agreement shall be effective unless made in writing and signed by an authorized representative of each party.

Miscellaneous

This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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