Business NC Packet

Business NC Packet

RECITALS

WHEREAS, the party identified as the Service Provider is doing business as and possesses the expertise, personnel, and resources to perform the services described below; and

WHEREAS, the party identified as the Client is and desires to engage the Service Provider for the services described in this packet; and

WHEREAS, the parties agree that this Business NC Packet (the Agreement) shall become effective on .

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. Scope and deliverables shall be as set forth and amended in writing by the parties:

PAYMENT TERMS

Late payments shall accrue interest at the lesser of the maximum lawful rate or (or a flat late fee of ).

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated as provided herein, expires on the End Date.

Start Date:

End Date:

Either party may terminate this Agreement for material breach that remains uncured for the notice period above, or immediately for insolvency, assignment for the benefit of creditors, or unlawful conduct materially affecting performance. Upon termination, the Client shall pay the Service Provider for all services performed and expenses incurred through the effective date of termination, and any unpaid but earned fees shall become immediately due.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (the Disclosing Party) except as required to perform obligations under this Agreement. "Confidential Information" includes nonpublic business information, trade secrets, financial data, customer lists, pricing, technical information, and other proprietary materials, whether disclosed orally or in writing.

Confidentiality obligations do not apply to information that: (a) is or becomes generally known through no breach of this Agreement by the Receiving Party; (b) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law, provided the Receiving Party provides prompt written notice and limits disclosure to the minimum legally required.

NON-COMPETE AND NON-SOLICITATION

During the Term and for a period of following termination, the Client agrees not to solicit or engage the Service Provider's personnel who performed services under this Agreement for substantially similar services without the Service Provider's prior written consent. The parties agree that any non-compete restrictions are reasonable in scope, duration, and geography to protect legitimate business interests.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, effectuates the original intent.

Sign Now