Business Hire Agreement

BUSINESS HIRE AGREEMENT

This Business Hire Agreement ("Agreement") is made effective as of by and between Client Name: , with principal address , and Contractor Name: , with principal address .

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain business services as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the necessary qualifications, experience, and capability to perform such services and is willing to provide those services to Client on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Contractor shall provide all labor, materials, equipment, and supervision necessary to complete the services unless otherwise specified in writing.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated. Contractor shall submit invoices in sufficient detail to support amounts billed. Payment shall be made in accordance with the schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate specified above and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment.

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 cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within the notice period specified above. Client may terminate for convenience upon prior written notice to Contractor, provided that Client shall pay Contractor for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall (a) maintain the confidentiality of the Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; (iii) was already known to the receiving party prior to disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

MISCELLANEOUS

Relationship of the parties: Contractor is an independent contractor and not an employee, partner, or agent of Client. Contractor shall be solely responsible for all taxes, benefits, insurance, and other obligations arising from its performance of services.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

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 agree that any action related to this Agreement shall be brought exclusively in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including 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, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

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