Business Elite Document

BUSINESS ELITE DOCUMENT

This Business Elite Agreement (the "Agreement") is made effective as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider represents that it possesses the skills, experience, and resources necessary to provide the professional services described herein and to perform such services in a competent and businesslike manner; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement, and Service Provider is willing to provide such services on the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall provide personnel, materials, and equipment as necessary to perform the Services in accordance with accepted industry standards and the timeline agreed by the parties.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. Fees are exclusive of any applicable sales, use, value-added or similar taxes, which shall be borne by Client unless law requires Service Provider to collect taxes.

Invoices shall be rendered in accordance with the Payment Schedule. Unless otherwise stated in an invoice, payment is due within days of invoice receipt. All late payments shall bear interest at a rate of , or the maximum rate permitted by law, whichever is less. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on Start Date: and shall 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 not less than days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose any proprietary, commercial, technical, financial, or other non-public information disclosed by the other party (the "Disclosing Party") and marked or reasonably understood to be confidential ("Confidential Information"), except as necessary to perform under this Agreement or as compelled by law. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they retain trade secret status under applicable law.

5. Representations, Indemnification and Limitation of Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party’s gross negligence or willful misconduct, breach of this Agreement, or violation of applicable law.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties agree that any dispute arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that state, unless the parties agree in writing to arbitration.

7. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether oral or written. No amendment or modification of this Agreement shall be binding unless set forth in a written instrument signed by both parties.

8. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest. Notices shall be sent to the addresses set forth above unless a party provides written notice of a new address.

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