Business HD Document

Business HD Document

This Business HD Document (the Agreement) is made effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name is engaged in the business of providing goods and services to its customers and desires to retain Service Provider Name to perform certain professional services in connection with Client's operations;

WHEREAS, Service Provider Name has the qualifications, experience, and capability to perform the services described in this Agreement and is willing to provide such services to Client on the terms set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider Name will perform services for Client.

SCOPE OF WORK

Service Provider Name shall perform the services with reasonable skill and care in a professional manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Description of Services above or as mutually agreed in writing.

PAYMENT TERMS

Invoices are payable within the number of days set forth in the Payment Schedule. If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate specified in Late Payment Fee above, calculated from the due date until paid, in addition to all collection costs and attorneys' fees reasonably incurred by Service Provider.

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 providing the other party with the specified Notice Period for Termination. Either party may terminate this Agreement immediately for material breach that remains uncured for a period of thirty (30) days after written notice, or immediately for insolvency, appointment of a receiver, or cessation of business operations.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use such Confidential Information for any purpose except to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or to a purchaser of substantially all of its assets.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or other material obligations under this Agreement and that the non-breaching party shall be entitled to seek injunctive relief and any other equitable remedies without posting a bond, in addition to any other remedies available at law or in equity.

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