Business Document TRIAS

Business Document TRIAS

This Business Agreement ("Agreement") is made effective as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client desires to obtain certain business, consulting and related services from Service Provider, and Service Provider represents that it has the expertise, personnel and resources to provide such services under the terms set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to define the respective rights and obligations with respect to the services to be provided and to allocate risks between the parties;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope below may be modified only by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider for the services performed as follows. All fees are stated in the currency set forth below and are exclusive of applicable taxes unless otherwise specified.

Invoices are due and payable within days of receipt. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed or expenses incurred prior to the effective date of termination. Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all delivered work and reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that, by its nature, would reasonably be considered confidential. Confidential Information includes, but is not limited to, business plans, financial data, technical information, trade secrets, client lists and pricing.

Each party agrees to (a) hold the other party's Confidential Information in strict confidence, (b) use Confidential Information solely for the performance of this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The foregoing obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is already known to the receiving party as demonstrated by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information to the extent compelled by law, provided that the disclosing party gives the other party prompt written notice and cooperates in any reasonable protective measures.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's willful misconduct, gross negligence, or material breach of this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for breach under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to liability.

Governing Law

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

Entire Agreement and Miscellaneous

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice shall be effective upon personal delivery, three (3) days after deposit in the U.S. mail with postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier.

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