Business Landing Document

Business Landing Document

This Business Landing Document (the "Agreement") is entered into by and between the parties identified below and is effective as of the Effective Date set forth herein.

Parties

Effective Date:

Recitals

WHEREAS, the Client desires to engage the Service Provider to perform specified landing and related business services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Service Provider has the expertise, personnel, and resources necessary to provide the services described in this Agreement and agrees to perform such services on the terms set forth herein; and

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

Scope of Work

The Service Provider shall perform the services, deliverables, and related tasks described below. The Service Provider shall perform such services in a timely, professional manner consistent with industry standards.

Payment Terms

In consideration for the services performed by the Service Provider, the Client shall pay the Service Provider the Compensation set forth below in accordance with the invoice and payment provisions contained in this section.

Service Provider will submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, amounts invoiced are due and payable within days of the invoice date. Late payments shall incur interest as set forth below.

Any amount not paid when due shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided in this Agreement, shall continue in effect until the End Date set forth below or until the completion of the Scope of Work, whichever occurs later.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the Notice Period following written notice. Either party may terminate immediately for insolvency, bankruptcy filing, or acts that present imminent risk of loss or harm to the terminating party.

Confidentiality

Each party (the "Receiving Party") acknowledges that during performance of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial, and other information disclosed in any form that the Disclosing Party designates as confidential or that the Receiving Party should reasonably understand to be confidential.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it except to representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, was rightfully known to the Receiving Party prior to disclosure, or is independently developed without use of the Disclosing Party's Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved as provided in this Agreement by arbitration or litigation as agreed by the parties in writing.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND LIABILITY SHALL BE LIMITED to direct damages not to exceed the total compensation paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals, and understandings. No amendment or modification shall be binding unless executed in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Notices required by this Agreement shall be given in writing to the addresses set forth above.

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