Business Hull Template

BUSINESS HULL TEMPLATE

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS

WHEREAS, Client Name: seeks to retain the Service Provider to perform certain business hull design, documentation, and advisory services described herein; and

WHEREAS, Service Provider Name: represents that it has the necessary expertise, personnel and resources to perform the work set forth in this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Payment Method: Wire Check ACH Credit Card

All invoices shall itemize labor, materials, and reimbursable expenses. Client shall pay undisputed amounts in full by the due date. Disputed items must be submitted in writing within ten (10) days of invoice receipt and the parties shall negotiate promptly in good faith.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for material breach of the other party that remains uncured for the notice period specified above. Termination for convenience by either party requires written notice in accordance with the Notices section. Upon termination, Service Provider shall deliver all work product completed to date and Client shall pay for all work performed and expenses properly incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information received from the other party that is identified as 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 shall 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 restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legally required.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of state and federal courts located within that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performance of this Agreement, subject to applicable limitations of liability.

NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the notice address specified above or such other address as a party may designate by written notice.

ADDITIONAL TERMS

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