Business INZ Document

Business INZ Document

Parties

Whereas

WHEREAS, Party A operates a business providing commercial services and desires to retain Party B to perform certain professional services in support of Party A’s operations effective as of ;

WHEREAS, Party B represents that it has the experience, personnel, and resources necessary to perform the services described in this agreement in a competent and professional manner;

WHEREAS, the parties wish to set forth their respective rights and obligations in writing and to define the scope, payment terms, confidentiality obligations, and other material terms governing their relationship.

Scope of Work

Party B shall perform the following services for Party A in accordance with the standards of the profession and this agreement. The parties agree that any material change to the scope must be made in writing and signed by both parties.

Payment Terms

Party A shall pay Party B for services performed as set forth below. All monetary amounts are payable in lawful currency and exclusive of any applicable taxes unless otherwise stated.

If Party A fails to pay undisputed amounts when due, Party B may suspend performance until payment is made. Party B’s acceptance of late payment shall not constitute a waiver of remedies for prior breach.

Term and Termination

This agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this section.

Either party may terminate this agreement for convenience by providing written notice no fewer than days prior to the effective termination date.

Either party may terminate immediately for cause in the event of a material breach by the other party that remains uncured after thirty (30) days’ written notice specifying the breach and the remedy sought.

Confidentiality

For purposes of this agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether oral, written, electronic, or observed, 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.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this agreement; (b) restrict disclosure to those employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no breach by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure; (iii) is received from a third party without breach of a duty of confidentiality; or (iv) is independently developed without reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party reasonable prior notice to seek protective measures, if permitted.

The undersigned acknowledge and agree to be bound by the confidentiality obligations set forth in this agreement.

Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law. The parties shall attempt to resolve any dispute arising out of or relating to this agreement by negotiation between senior representatives. If negotiation fails, the dispute shall be resolved by binding arbitration in the specified jurisdiction in accordance with the rules agreed between the parties.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this agreement, that the execution and delivery of this agreement has been duly authorized, and that the agreement, when executed and delivered, will constitute a valid and binding obligation enforceable in accordance with its terms.

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 that a party may assign this agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party’s obligations.

Amendment; Waiver: No amendment or waiver of any provision of this agreement shall be effective unless in writing and signed by both parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

Entire Agreement

This agreement, together with any written attachments, exhibits, or schedules expressly incorporated herein, 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 oral or written.

Execution

The parties may execute this agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned signatures) shall be effective to bind the parties.

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