Business Document Temptag

Business Document Temptag

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

Recitals

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider has the capability and expertise to provide such services under the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the complete understanding regarding the scope of work, compensation, confidentiality, term and termination, and other material terms governing their relationship.

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Services will include the deliverables, timelines, and milestones specified in the Scope of Work.

Payment Terms

In consideration of Provider's performance, Client shall pay Provider the fees and expenses set forth below subject to the invoicing and payment terms described.

Late fees shall accrue on outstanding amounts at the rate indicated above, calculated monthly and compounded monthly, or the maximum permitted by applicable law, whichever is less. Client shall also reimburse Provider for reasonable collection costs and attorney fees incurred in enforcing payment obligations.

Term and Termination

This Agreement commences on the Effective Date and shall continue in effect until the completion of the Scope of Work or the End Date specified below, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within the notice period above. Termination for convenience is permitted upon written notice as specified above; in such event, Provider shall be entitled to payment for services performed and reasonable wind-down costs incurred prior to termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means business, technical and financial information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Each party agrees:

(a) To use Confidential Information solely for performance and enforcement of this Agreement; (b) to 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; and (c) not to disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less protective than those herein.

Exceptions to confidentiality include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of any obligation; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Disclosure required by law or court order is permitted provided the disclosing party gives prompt notice to the other and cooperates reasonably with efforts to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of law principles.

Entire Agreement

This Agreement, including attachments and executed statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or waiver of any provision will be binding unless in writing signed by both parties.

Additional Provisions

Party Entity Types

Indicate the legal form of each party.

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