Business Dunes Template

Business Dunes Template

Effective Date:   Client Name:   Client Address:

Service Provider Name:   Provider Address:

RECITALS

WHEREAS, Client is engaged in lawful business activities and desires to retain Service Provider to perform certain services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and resources to provide the services described in this Agreement and is willing to provide such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables specified in the scope shall be delivered according to the schedule set forth in the payment and schedule provisions below.

PAYMENT TERMS

All undisputed late payments shall accrue interest at a rate of per month, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for collection of past due amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days set forth above. Either party may terminate this Agreement immediately for cause 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

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without reference to the other party's Confidential Information.

Receiving party shall (i) 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; (ii) use Confidential Information solely for the purpose of performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The confidentiality obligations set forth in this section shall remain in effect for years following termination or expiration of this Agreement, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets.

REPRESENTATIONS, WARRANTIES AND INDEPENDENT CONTRACTOR

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, that performance of its obligations will not violate any applicable law or agreement with a third party, and that it will perform its obligations in compliance with all applicable laws. Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendments or modifications to this Agreement must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices: Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify by notice to the other. Notices shall be deemed given upon delivery if delivered by hand, three (3) business days after deposit in the mail if sent by certified mail, or upon confirmation of receipt if sent by overnight courier.

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