Business HashDoc

Business HashDoc

This Business HashDoc (the "Agreement") is made effective as of by and between ("Provider") and ("Client").

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services and proprietary procedures for business operations and desires to provide certain services to Client under the terms set forth in this Agreement;

WHEREAS, Client seeks to retain Provider to perform the services described in this Agreement and Provider is willing to perform such services subject to the terms and conditions herein;

WHEREAS, the parties intend that this Agreement document the scope, compensation, confidentiality obligations, and other material terms governing their relationship.

SCOPE OF WORK

Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards. Any changes to the Scope of Work shall be documented in a written amendment signed by authorized representatives of both parties and shall set forth any adjustments to compensation or schedule.

PAYMENT TERMS

As consideration for the performance of the Scope of Work, Client shall pay Provider in accordance with the following terms.

All payments are due in United States dollars unless otherwise agreed in writing. Client shall pay undisputed amounts within the period specified in the Payment Schedule. Disputed amounts shall be resolved in good faith and any undisputed portions must be paid when due. Late payments shall accrue the Late Payment Fee and reasonable collection costs, including attorney fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within the Notice Period after receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or cessation of business shall be effective immediately upon written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of Confidential Information.

The Receiving Party shall hold Confidential Information in strict confidence, shall not disclose such information to any third party except to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and shall use Confidential Information solely for the purpose of performing obligations under this Agreement. The Receiving Party shall take reasonable measures to protect Confidential Information and shall promptly notify the Disclosing Party of any unauthorized use or disclosure.

The obligations in this Confidentiality section shall survive termination of this Agreement for the Confidentiality Duration specified above. The Disclosing Party shall be entitled to injunctive and equitable relief to prevent breaches of this Section in addition to any other remedies available at law or in equity.

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 within that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments executed by the parties, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intention of the parties.

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