Business IFFOA Document

Business IFFOA Document

Client Name:

Individual Corporation Limited Liability Company Other:

Provider Name:

Individual Corporation Limited Liability Company Other:

Recitals

WHEREAS, Client is engaged in the business of procuring commercial opportunities and requires certain services and facilitation related to identification, facilitation, fees and order acceptance under terms set forth herein; and

WHEREAS, Provider has represented that it has the expertise, personnel and resources necessary to provide the services described in this Business IFFOA Document and agrees to perform such services for the compensation and on the terms stated below; and

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

Scope of Work

Provider shall perform the following services and deliverables in accordance with the schedule and standards set forth below. Provider shall exercise commercially reasonable efforts, skill and due care in performing the services.

Deliverables schedule (milestones/dates):

Payment Terms

Client shall pay Provider for the services rendered in accordance with the fee structure set forth below. All amounts are payable in lawful currency of the jurisdiction specified under Governing Law unless otherwise agreed in writing.

Invoicing: Provider will invoice Client . Payment is due within days of receipt of a proper invoice unless otherwise agreed in writing.

Late Payment: Overdue amounts shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Taxes and Expenses: Unless otherwise specified, Client shall be responsible for all sales, use and other taxes and for any pre-approved, reasonable out-of-pocket expenses incurred by Provider in connection with performance. Reimbursable expenses: Travel Materials Other:

Term and Termination

Term: This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including Confidentiality, Governing Law and Indemnification provisions.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing, 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.

Obligations: Receiving Party shall (a) hold Confidential Information in confidence, using no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who need to know and are bound by confidentiality obligations no less restrictive than this clause.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of Receiving Party; (ii) was lawfully in Receiving Party's possession prior to receipt; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of Confidential Information.

Duration: The obligations of confidentiality shall survive termination of this Agreement for years, except as otherwise required by law.

Representations, Warranties and Indemnification

Each party represents that it has full power and authority to enter into and perform this Agreement and that performance will not violate any other agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from the indemnifying party's negligent acts or willful misconduct in connection with this Agreement.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor to substantially all of its business by merger or sale of assets, provided that the assignee assumes all obligations under this Agreement.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

Authority to Execute: Each signatory below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for whom they sign.

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