Business FB Letter

Business FB Letter

This Business FB Letter (the "Agreement") is made effective as of by and between:

Parties

WHEREAS

WHEREAS, Party A seeks to obtain certain business support, consultation and communications services related to its business operations and promotional outreach; and

WHEREAS, Party B represents that it has the expertise, personnel and capacity to perform such services described in this Agreement and is willing to provide those services pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Party B shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones, and acceptance criteria are set forth in the following description:

Payment Terms

In consideration for the services provided under this Agreement, Party A shall pay Party B as follows:

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated from the date such payment was due until paid in full. Party B may suspend performance if payments are more than days past due after written notice.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for days following written notice specifying the breach. Upon termination, Party A will pay Party B for all services performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances, reasonably should be understood to be confidential. Each party shall: (a) protect Confidential Information of the other with at least 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 only to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is: (i) already known to the recipient without restriction at the time of disclosure; (ii) publicly available through no fault of the recipient; (iii) rightfully obtained by the recipient from a third party without restriction; or (iv) independently developed by the recipient without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of months, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations. Party B warrants that services will be performed in a professional manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing in accordance with this Section. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight carrier, or three business days after mailing by certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

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