Business MAFE Document

Business MAFE Document

This Business Mutual Agreement for Exchange (MAFE) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain business services and deliverables related to the Client's operations and has requested Provider to perform such services under the terms and conditions set forth herein;

WHEREAS, Provider represents that it possesses the skills, experience, and resources necessary to perform the services described in this Agreement and agrees to provide such services in accordance with the scope, schedule, and payment provisions set forth below;

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

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Any changes to the scope of work must be documented in a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Past due amounts shall bear interest and fees as set forth below. Late fee: . In addition to such late fee, Provider shall be entitled to recover reasonable costs of collection, including attorneys' fees and court costs, to the extent permitted by law.

TERM AND TERMINATION

Term commencement date: . Term termination date: . Unless earlier terminated in accordance with this Agreement, the Agreement shall expire on the termination date.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective date of termination. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic 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 includes but is not limited to business plans, financial information, customer lists, pricing, and technical information.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to disclose such information to any third party except as permitted herein; and (c) to use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement. The obligations of confidentiality shall not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful efforts to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its choice-of-law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, 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 will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement will be construed to create the relationship of employer and employee, partnership, joint venture, or agency between the parties.

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