Business Form CFIN

Business Form CFIN

This Business Form CFIN (the Agreement) is entered into by and between:

WHEREAS

WHEREAS, Client Name: desires to retain Contractor Name: to perform certain business services described below; and

WHEREAS, Contractor represents that Contractor has the experience, qualifications and resources necessary to perform the services under this Agreement in a professional manner and in accordance with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which such services will be provided and the compensation to be paid to Contractor.

SCOPE OF WORK

Contractor shall perform the services described below (the Services). Contractor shall furnish all labor, materials, equipment, supervision and other items necessary to complete the Services in accordance with the terms of this Agreement.

PAYMENT TERMS

In consideration for the Services, Client shall pay Contractor the compensation set forth below. All amounts are in U.S. dollars unless otherwise stated.

Unless otherwise agreed in writing, invoices submitted by Contractor are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of (i) percent per month, or (ii) the maximum rate permitted by applicable law. In addition, Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees.

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 written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all Services performed and reimbursable expenses incurred up to the effective date of termination. Contractor shall deliver all completed work and any in-progress work in a reasonably organized format.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided that the disclosing party gives prompt notice to permit the other party to seek protective relief.

The recipient of Confidential Information shall: (i) use such information solely to perform its obligations under this Agreement; (ii) protect such information with at least 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 such information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for the resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a written instrument signed by both parties.

ADDITIONAL TERMS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship between the parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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