Business NCI Document

Business NCI Document

This Business NCI Document (the Agreement) is made and entered into as of by and between (Party A) and (Party B). Each of Party A and Party B may be referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Party A is engaged in the business of providing products and services in its field and possesses certain confidential information and business relationships; and

WHEREAS, Party B possesses specific expertise and will perform services for Party A under the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the scope of work, payment, confidentiality, non-circumvention, term and other matters as set forth herein.

SCOPE OF WORK

PAYMENT TERMS

In consideration for the services described in the Scope of Work, Party A shall pay Party B as follows.

All payments shall be due within the payment schedule described above. If any undisputed amount is not paid when due, Party B may suspend services until amounts past due are cured, and Party A shall remain responsible for any reasonable collection costs and interest as specified above.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until or completion of the Scope of Work, whichever occurs later.

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation and fails to cure such breach within the notice period specified above. Termination shall not relieve either Party of obligations accrued prior to termination, including payment for services performed.

CONFIDENTIALITY AND NON-CIRCUMVENTION

Each Party acknowledges that during the term of this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed directly or indirectly, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, financial information, technical data and trade secrets.

Each Party agrees (a) to hold Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information; (b) not to use Confidential Information for any purpose other than to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by obligations of confidentiality no less protective than those contained herein.

The Parties further agree they shall not, directly or indirectly, circumvent or attempt to circumvent the other Party with respect to introduced business opportunities, contacts or leads for the duration of this Agreement and for a period of months following termination. Any attempted circumvention shall entitle the non-breaching Party to injunctive relief and recovery of damages, including reasonable attorneys' fees.

RETURN OF MATERIALS

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party, including all copies, notes, summaries and extracts, and shall certify in writing that such destruction or return has been completed.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflict of laws principles. The Parties shall seek to resolve disputes in good faith through negotiation and, if unresolved, submit to the exclusive jurisdiction of the state and federal courts located in the selected state.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the right to enter into this Agreement and to perform its obligations hereunder, that performance will not violate any other agreement, and that it will comply with all applicable laws in performing its obligations.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by duly authorized representatives of both Parties.

NOTICES

Notices shall be in writing and delivered to the respective notice addresses above or to such other address as a Party may designate by written notice. Notice is effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall create an employment, agency or joint venture relationship.

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