Business IBC Document

BUSINESS IBC DOCUMENT

This Business Independent Business Consultant Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at (Company), and Independent Business Consultant Name: with address (IBC). Company and IBC are each a Party and together the Parties.

Recitals

WHEREAS, Company is engaged in the business of providing goods and services in the ordinary course of its business and desires to engage IBC to perform certain consulting and business development services on the terms set forth herein; and

WHEREAS, IBC represents that it has the requisite experience, qualifications and legal authority to perform the services described in this Agreement and agrees to provide such services pursuant to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows.

1. Scope of Work

1.2 Deliverables: IBC shall deliver the services and any written deliverables described in the Scope of Work in accordance with the schedule set forth in this Agreement. Any modification to the Scope of Work shall be in writing and signed by authorized representatives of both Parties.

2. Payment Terms

2.3 Invoicing and Payment: IBC shall submit invoices in accordance with the payment schedule. Company shall pay undisputed invoices within days of receipt. Disputed amounts shall be raised in writing within ten (10) days of receipt of an invoice and the Parties shall promptly resolve such disputes in good faith.

2.4 Late Payment: Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law, if less) from the due date until paid in full. In addition to interest, Company shall be responsible for reasonable collection costs, including attorneys' fees.

3. Term and Termination

3.1 Term: This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

3.2 Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing written notice to the other Party not less than days prior to the effective termination date.

3.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

4. Confidentiality

4.1 Definition: "Confidential Information" means all non-public information disclosed by a 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, including business plans, customer lists, pricing, trade secrets, and technical information.

4.2 Obligations: Each Party shall maintain the confidentiality of the other Party's Confidential Information, use it only to perform obligations under this Agreement, and not disclose it to any third party except to the extent necessary to perform the Agreement and provided that such third parties are bound by confidentiality obligations no less protective than those herein.

4.4 Exceptions: Confidential Information does not include information that is independently developed without use of the other Party's Confidential Information, becomes publicly available through no fault of the receiving Party, or is rightfully received from a third party without restrictions on disclosure.

5. Notices

6. 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 hereby submit to the exclusive jurisdiction of courts located in that State for any dispute arising under this Agreement.

7. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of a breach of that Party's representations, warranties or obligations under this Agreement, or from the willful misconduct or gross negligence of that Party in performance of the Agreement.

8. Entire Agreement; Severability

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 oral and written agreements and understandings. If any provision of this Agreement is held to be 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 and enforceable provision that achieves, to the extent possible, the Parties' original intent.

9. Miscellaneous

9.1 Independent Contractor: IBC is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Parties. IBC is solely responsible for all taxes and statutory obligations related to its compensation.

9.2 Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets.

Sign Now