Business Document Villanueva

Business Document Villanueva

Parties

Client Name:

Contractor Name:

Recitals

WHEREAS, Client seeks to engage Contractor to perform certain business services as further described in this Agreement; and

WHEREAS, Contractor represents that Contractor has the necessary experience, personnel, equipment and qualifications to perform the services on the terms set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will provide services to Client effective as of the Effective Date set forth below.

Effective Date

Effective Date:

Scope of Work

Contractor shall perform the services and deliverables as described below. Contractor shall provide all labor, materials, equipment and supervision necessary to complete the services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Compensation: Client shall pay Contractor a total fee of USD for the services described above, subject to the schedule below.

Invoices: Contractor shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Any undisputed amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Contractor to collect past due amounts.

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for any reason upon providing days' prior written notice to the other Party. Termination shall not relieve Client of its obligation to pay Contractor for services performed and expenses incurred through the effective date of 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 fifteen (15) days of receiving written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one Party to the other Party, whether oral, written or electronic, 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.

Obligation: Each Party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the performance of its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by nondisclosure obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving Party; (ii) was in the receiving Party's lawful possession prior to disclosure; (iii) is rightfully received from a third party without breach of a confidentiality obligation; or (iv) is independently developed without use of Confidential Information. If a Party is required by law or valid order of a court or governmental body to disclose Confidential Information, that Party shall provide prompt written notice to the disclosing Party to permit it to seek a protective order or other appropriate remedy.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Contractor further represents that the services will be provided in a professional manner consistent with prevailing industry standards.

Limitation of Liability

Except for liability arising from a Party's gross negligence or willful misconduct, in no event shall either Party be liable to the other for any incidental, consequential, special, punitive or indirect damages, and each Party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement

This Agreement, together with any exhibits, schedules or attachments expressly incorporated herein, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

Miscellaneous

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement will be construed to create an employment, agency, joint venture or partnership relationship between the Parties.

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