Business Dunkel Document

Business Dunkel Document

This Business Dunkel Document (the "Agreement") is entered into on between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in the business of operating and managing certain commercial activities and desires to retain the specialized services of Service Provider to assist with business operations, strategy and implementation (the "Services"); and

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

WHEREAS, the parties desire to set forth in writing the scope, compensation, confidentiality obligations and other terms applicable to the relationship between them.

1. SCOPE OF WORK

Services shall include the tasks set forth in the Description of Services above and such other activities as the parties may agree in writing. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Unless otherwise agreed in writing, invoices submitted by Service Provider are due within days of receipt. Overdue amounts shall accrue interest at the lesser of per month or the maximum rate permitted by law, and Client shall be responsible for all reasonable costs of collection including attorneys' fees.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of ten (10) days following written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, that a reasonable person would consider confidential under the circumstances. Confidential Information excludes information which (a) is or becomes public through no fault of the receiving party; (b) was known to the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or written request, all Confidential Information and copies shall be returned or destroyed, with certification of destruction upon request.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. To the extent Service Provider creates new deliverables specifically for Client under this Agreement, Client shall receive a non-exclusive, perpetual license to use such deliverables for its internal business purposes upon full payment. Service Provider warrants that deliverables do not infringe third-party rights and will defend Client against any claim asserting such infringement, subject to Client's cooperation and Service Provider's indemnification obligations.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from willful misconduct or a party's breach of the confidentiality or indemnification provisions, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or written schedules signed by both parties, constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) days after deposit in the U.S. mail, certified or registered, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

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