Business EO Document

BUSINESS EO DOCUMENT

Parties and Recitals

This Business EO Document ("Agreement") is entered into effective as of by and between (hereinafter "Client") and (hereinafter "Contractor").

WHEREAS, Client seeks the performance of certain business, operational and equal opportunity compliance related services as described in this Agreement; and

WHEREAS, Contractor has represented that it possesses the experience, personnel, and resources necessary to perform the services on the terms set forth herein; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the engagement.

Scope of Work

Contractor shall perform the tasks, deliverables and milestones set forth in the Description of Services in a professional manner consistent with industry standards. Any material changes to the Scope of Work require prior written amendment signed by authorized representatives of both parties.

Payment Terms

Invoices issued by Contractor are due and payable within days of the invoice date. Payments not received within that period shall accrue interest at the lesser of (i) percent per month or (ii) the maximum rate permitted by applicable law. A one-time administrative charge of may be applied to past-due invoices.

Client shall make payments in the currency specified on the invoice. All payments are exclusive of taxes, duties or similar governmental charges, which shall be the responsibility of the party required by law to pay such amounts.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, expires on .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days of receiving written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services performed and reasonable costs incurred up to the effective date of termination. Sections that by their nature survive termination (including Confidentiality, Indemnification and Governing Law) shall remain in force.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including business plans, financial information, customer lists, trade secrets, and personnel information. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully in the receiving party's possession prior to disclosure, or (iii) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality.

The receiving party shall (a) maintain the confidentiality of the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use such Confidential Information only to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for willful misconduct or gross negligence, Contractor's liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

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 by notice to the other in accordance with this section. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three business days after deposit with a nationally recognized overnight courier.

Miscellaneous

Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the parties. Neither party may assign this Agreement without the prior written consent of the other except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or corporate reorganization.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be insufficient to remedy a breach of the Confidentiality provisions and that injunctive relief may be appropriate in addition to other remedies.

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