Business Highlighted Document

BUSINESS HIGHLIGHTED DOCUMENT

This Business Highlighted Document ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages in the business of conducting operations and requires certain business services, consulting, and deliverables described herein; and

WHEREAS, Service Provider possesses the technical expertise, personnel, and resources necessary to perform such services and deliverables under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective roles, responsibilities, payment terms, and confidentiality obligations in a binding written agreement.

SCOPE OF WORK

Service Provider shall perform the services and produce the deliverables described below in accordance with the standards of care and skill ordinarily exercised by professionals performing services of a similar nature.

PAYMENT TERMS

Client shall pay Service Provider the compensation described below in exchange for the services and deliverables set forth in this Agreement.

Unless otherwise agreed in writing, invoices not paid within the agreed payment period shall accrue interest at the rate specified above and Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of 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 cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial data, customer lists, trade secrets, and technical information.

The Receiving Party shall: (a) use the Confidential Information only for the purpose of performing its obligations under this Agreement; (b) restrict disclosure of the Confidential Information to those employees and contractors with a need to know and subject to confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to protect the Confidential Information from unauthorized disclosure. Confidential Information does not include information that (i) is or becomes generally known to the public through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that monetary damages may be inadequate and that the Disclosing Party shall be entitled to seek injunctive relief for any actual or threatened breach.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the parties are unable to resolve a dispute within thirty (30) days, the dispute shall be resolved by binding arbitration administered in the agreed forum, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits and statements of work incorporated herein) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. The parties are independent contractors and nothing herein creates a partnership, joint venture, or employment relationship.

Sign Now