Business HexFed Document

Business HexFed Document

This Agreement is entered into as of Effective Date: by and between:

Party A (Business):    Address:

Party B (Counterparty):    Address:

RECITALS

WHEREAS, Party A is engaged in offering business services, systems, technologies and related consulting support; and

WHEREAS, Party B desires to retain Party A to perform the services and deliverables described in this Agreement, and Party A agrees to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

The services described above shall include all work reasonably necessary for completion of the deliverables and any ancillary tasks expressly identified in writing by the parties. Any material change in the scope shall require a written change order signed by authorized representatives of both parties.

2. PAYMENT TERMS

Party A shall submit invoices to Party B in accordance with the schedule above. Payment is due within days of receipt of a proper invoice. All payments shall be made in lawful currency and without set-off, deduction or withholding except as required by applicable law.

Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum rate permitted by law, if lower). In addition to interest, the non-paying party shall be responsible for reasonable collection costs and attorney fees incurred in enforcing collection.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date set forth above and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon delivering written notice to the other party at least days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve the breaching party of liability for damages resulting from the breach.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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. Confidential Information includes business plans, customer lists, pricing, technical data, specifications, prototypes, software, trade secrets and any information marked as confidential.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was known to the Receiving Party prior to receipt from the Disclosing Party as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or valid court order, provided it gives prompt written notice to the Disclosing Party and cooperates in any lawful efforts to limit or protect such disclosure.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of unless a longer period is required by applicable law or as to trade secrets.

5. REPRESENTATIONS; INDEPENDENT CONTRACTOR

Each party represents that it has the power and authority to enter into this Agreement and to perform its obligations hereunder. The parties acknowledge that Party A will perform services as an independent contractor and not as an employee, partner or agent of Party B. Nothing in this Agreement creates a joint venture or partnership between the parties.

Individual / Sole Proprietor    Corporation    Limited Liability Company    Partnership

6. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be resolved by the exclusive jurisdiction of the courts located in the chosen jurisdiction, unless the parties mutually agree in writing to arbitration.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

8. ASSIGNMENT; SUCCESSORS

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that a party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization, provided the assignee assumes all obligations hereunder. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

9. NOTICES

Notices shall be in writing and delivered by hand, recognized courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as either party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

The parties acknowledge that they have read and understand this Agreement and that each has had the opportunity to seek independent legal counsel prior to signing.

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