Business Ekkalak Template

Business Ekkalak Template

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor to perform certain business advisory, strategic planning, and operational services as described herein; and

WHEREAS, Contractor Name: represents that it has the experience, personnel, and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions that will govern the relationship between them with respect to the services described below.

Scope of Work

Services shall include the work described above and such other tasks as the parties may agree in writing. Contractor shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Invoices shall be issued in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Amounts not paid when due shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is less.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or other taxes imposed in connection with the services, except taxes based on Contractor's net income.

Term and Termination

Effective Date: . The term of this Agreement shall commence on the Effective Date and continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Contractor shall be paid for all services performed and reimbursable expenses incurred through the effective date of termination, subject to any setoffs for breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the term of this Agreement it may obtain Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public information disclosed in any 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.

The Receiving Party shall: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) 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 no less protective than those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was already known by the Receiving Party without obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid subpoena, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes. Contractor retains ownership of pre-existing materials, tools, methodologies, and know-how. Where any deliverable incorporates Contractor's pre-existing materials, Contractor grants Client a non-exclusive license to use those elements as embedded in the deliverable.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full right, power, and authority to enter into this Agreement. Contractor represents and warrants that it will perform services in a professional manner. Client represents that any materials provided to Contractor do not infringe third-party rights.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its breach of this Agreement, gross negligence, or willful misconduct. Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total amount paid by Client to Contractor in the twelve (12) months preceding the claim.

Notices

All notices under this Agreement must be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses above and are deemed given on the date of receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral, relating to its subject matter. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or successor in connection with a change of control or sale of substantially all assets.

The parties acknowledge that they have read and understand this Agreement, and that they have the authority to enter into this Agreement on behalf of the entities identified herein.

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