Business Hex Document

Business Hex Document

This Business Hex Document (the "Agreement") is entered into as of Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client seeks to engage Contractor to perform certain business advisory, development, or operational services as set forth herein; and

WHEREAS, Contractor represents that Contractor has the experience, capability, and professional personnel to perform the services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth below.

WHEREAS, the parties desire to memorialize their respective obligations, payment terms, confidentiality protections, and the procedures for termination of the relationship.

Scope of Work

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The parties may amend the scope only by a written amendment signed by authorized representatives of both parties.

Payment Terms

In consideration for the services rendered by Contractor, Client shall pay Contractor in accordance with the following terms. All sums are in United States dollars unless otherwise stated.

Contractor shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, undisputed invoices not paid within the Invoice Payment Terms shall accrue the Late Payment Fee. Client may withhold payment only for disputed amounts which are reasonable and communicated in good faith; undisputed portions must be paid when due.

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 written notice delivered at least days prior to the intended termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 14 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services performed and approved expenses incurred through the effective date of termination. Contractor shall promptly deliver to Client all completed work and work in progress and shall return or destroy Confidential Information in accordance with Section Confidentiality.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects.

The Receiving Party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) protect Confidential 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 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 no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The obligations herein shall not apply to information that (a) is or becomes publicly available other than by breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by court order or applicable law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any efforts to seek protective relief.

Governing Law

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

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct, gross negligence, or a breach of confidentiality or intellectual property infringement, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable by Client to Contractor under this Agreement in the six (6) month period preceding the claim.

Entire Agreement

This Agreement, including any exhibits, attachments, or amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, sent by commercial overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes the assignor's obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' intent.

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