Business Industries Document

Business Industries Document

This Business Industries Agreement (the Agreement) is entered into effective as of (Effective Date), by and between:

Party A: , Address:

Party B: , Address:

RECITALS

WHEREAS, Party A is engaged in the business of and possesses expertise, facilities and resources relevant to the scope described below; and

WHEREAS, Party B provides professional services in the field of and desires to engage Party A to perform services under the terms set forth herein; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: (in US dollars unless otherwise stated).

Invoicing and Payment: Invoices will be issued by the performing party in accordance with the payment schedule. Payments are due within days of receipt of a proper invoice. All amounts unpaid after the applicable due date shall accrue interest as provided below.

Late Payment Fee: A late fee will apply to overdue amounts equal to the greater of (a) % per month on the unpaid balance, or (b) a flat fee of for each month or partial month the amount remains unpaid. Interest and late fees shall be cumulative and in addition to any other remedies available at law or equity.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary or business information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing or by inspection, 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: The Receiving Party shall (a) hold the Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as authorized in writing, and (c) not use Confidential Information for any purpose other than the performance of this Agreement. The Receiving Party shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The obligations set forth in this Confidentiality section shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

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. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, 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 to this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

Remedies: The parties acknowledge that monetary damages may be an insufficient remedy for certain breaches of this Agreement, and each party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

NOTICES

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