Business NOE Document

Business NOE Document

This Business Notice of Engagement ("Agreement") is entered into between Client Name: and Contractor Name: (collectively, the "Parties"). The Parties agree that the Effective Date of this Agreement is .

WHEREAS

WHEREAS, Client engages Contractor to perform certain business services as described herein, and Contractor represents that it has the qualifications, experience and ability to perform such services in accordance with industry standards;

WHEREAS, the Parties desire to set forth the terms and conditions governing the engagement, payment and confidentiality obligations between them.

SCOPE OF WORK

Contractor shall provide services and deliverables as set forth below. Contractor shall perform all work in a professional and workmanlike manner consistent with prevailing industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Contractor the fees and expenses described below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest and fees as set forth below. If any undisputed amount due remains unpaid beyond the applicable due date, Client shall pay a late fee of on the outstanding balance, calculated monthly, in addition to reasonable collection costs.

Unless otherwise specified in the Payment Schedule, Client shall pay all undisputed invoiced amounts within days of receipt of invoice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party not less than days prior to the intended termination date. In the event of material breach, the non-breaching Party may terminate this Agreement immediately upon written notice if the breach remains uncured for a period of thirty (30) days following receipt of written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure of Confidential Information to those employees, consultants or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

The obligations in this Section shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is already in the Receiving Party's possession without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination, Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

By checking this box, the signing Party acknowledges and agrees to be bound by the confidentiality obligations set forth above.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, or to such other address as a Party may designate by written notice.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall be solely responsible for all taxes, withholdings and other statutory obligations arising from the compensation paid to Contractor.

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

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