Business Document Vanderhoef

Business Document Vanderhoef

This Business Services Agreement (the Agreement) is made and entered into as of (Effective Date) by and between:

Parties

Recitals

WHEREAS, Party A desires to provide certain business services and deliverables to Party B pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform the services described in this Agreement and to compensate Party A for such services in accordance with the Payment Terms below; and

WHEREAS, the parties intend by this Agreement to define their respective rights, duties and obligations with respect to the scope of services, compensation, confidentiality and other matters set forth herein.

Scope of Work

Party A shall perform the services and deliver the work products described below. Party A shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation to Party A for the services described in this Agreement shall be as follows:

Payments are due according to the schedule above. Unless otherwise agreed in writing, Party B shall make payments within days of receipt of an undisputed invoice.

Late payments shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law, commencing days after the invoice due date. In addition, Party A may suspend performance if undisputed invoices remain unpaid for more than days following written notice.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in tangible or intangible form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence using no less than the same standard of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations set forth in this section do not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was within the receiving party’s possession prior to disclosure by the disclosing party; (iii) is received by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any other remedy available at law or in equity.

Representations and Warranties; Independent Contractor

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Party A warrants that services will be performed in a professional manner consistent with industry standards. Party A is an independent contractor and nothing in this Agreement will be construed to create an employment, joint venture or agency relationship between the parties.

Assignment; Amendment; Severability; Entire Agreement

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or equity, provided that the assignee assumes the assigning party’s obligations hereunder. This Agreement may be amended only by a written instrument signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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 either party may designate by notice to the other. Notices will be deemed given upon personal delivery, upon confirmed delivery by courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

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