Business IBPYP Document

BUSINESS IBPYP DOCUMENT

This Business IBPYP Document (the "Agreement") is made and entered into as of Effective Date: by and between:

Party A Name:    Entity Type: Corporation LLC Individual

Party B Name:    Entity Type: Corporation LLC Individual

WHEREAS

WHEREAS, Party A is engaged in business activities relating to planning, developing and implementing integrated business projects and yield plans (collectively, "IBPYP Services"); and

WHEREAS, Party B desires to retain Party A to provide certain IBPYP Services pursuant to the terms and conditions set forth in this Agreement, and Party A agrees to perform such Services for the compensation and on the terms set forth herein; and

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

1. SCOPE OF WORK

Party A shall perform the services described below and shall use commercially reasonable efforts to deliver the deliverables and milestones in accordance with any agreed schedule. Party A's obligations are limited to the scope described herein unless amended in writing and signed by both parties.

2. PAYMENT TERMS

In consideration for the performance of the Services, Party B shall pay Party A the fees set forth below. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

If any undisputed amount due hereunder is not paid within days after the due date, Party B shall pay interest on the overdue amount at a rate of per month (or the maximum rate permitted by applicable law, if lower). In addition to interest, Party A may recover reasonable collection costs and attorneys' fees incurred in collecting any past due amounts.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days following written notice of such breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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 excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold the disclosing party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use the Confidential Information except as necessary to perform its obligations under this Agreement; and (iii) not disclose the Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those set forth herein. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they remain trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party A retains ownership of all pre-existing intellectual property and tools used in the performance of the Services. Deliverables specifically developed for Party B under this Agreement shall be deemed "work made for hire" to the extent permitted by law; otherwise, Party A hereby assigns to Party B all right, title and interest in such deliverables upon receipt of final payment. Party A shall retain the right to use general know-how and skills acquired in connection with providing the Services, provided that no Confidential Information or uniquely identifying elements of Party B's deliverables are disclosed or used.

6. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND PARTY A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PARTY A'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. NOTICES

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

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