Business Document Tejas Document

BUSINESS DOCUMENT TEJAS DOCUMENT

This Business Agreement (the Agreement) is entered into as of by and between:

Service Provider Name:   Address:

Client Name:   Address:

WHEREAS

WHEREAS, Service Provider is duly engaged in the business of providing professional business services, including consulting, development, and implementation of operational solutions; and

WHEREAS, Client desires to retain Service Provider to perform certain services as set forth in this Agreement, and Service Provider agrees to perform such services on the terms and conditions contained herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the work and compensation described in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total fee of USD for the services described in this Agreement.

Late Payment: Any undisputed amount not received within days after the due date shall bear interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict access to Confidential Information to employees and contractors with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information shall not include information that is (a) publicly available through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of Confidential Information.

Remedies: The parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages may be an inadequate remedy and that the disclosing party shall be entitled to seek injunctive or other equitable relief to enforce this Section, in addition to any other remedies available at law or in equity.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer its rights under 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.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

PARTY INFORMATION

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