Business NP Document Template

BUSINESS NP DOCUMENT TEMPLATE

This Business Agreement ("Agreement") is made effective as of by and between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of and possesses the expertise and resources necessary to perform the services described in this Agreement;

WHEREAS, Party B desires to retain Party A to provide certain services pursuant to the terms and conditions set forth herein, and Party A agrees to provide such services on the terms stated in this Agreement;

WHEREAS, the parties intend that the services be performed in accordance with the scope, schedule, and payment terms set forth below.

Scope of Work

Party A shall perform the services and deliverables described below in a professional and timely manner. The parties agree that the following description constitutes the entire initial scope of work; any material changes shall be memorialized in writing and signed by both parties.

Payment Terms

Compensation: Party B shall pay Party A a total fee of USD for the services described herein, subject to the schedule and conditions below.

Invoices shall be submitted by Party A and are due within days of receipt by Party B. Late payments shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by applicable law, whichever is lower.

Taxes: All fees are exclusive of taxes. Any taxes assessed on the services, other than taxes based on Party A's net income, shall be the responsibility of Party B.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Party B of the obligation to pay for services performed and costs incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by either party to the other party, whether oral, written, or electronic, that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Receiving party shall (i) protect Confidential Information of the disclosing party with the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was known to the receiving party prior to disclosure by the disclosing party, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving party without the use of Confidential Information.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Party A warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Party A's sole liability for breach of this warranty shall be to reperform the nonconforming services or refund fees paid for such nonconforming services, at Party A's election.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Independent Contractor; Assignment

Relationship: Party A is an independent contractor for all purposes and is not an employee, agent, or partner of Party B. Neither party shall have authority to bind the other except as expressly provided in this Agreement.

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets, provided the assignee assumes the assigning party's obligations under this Agreement.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If the dispute is not resolved within days, the parties may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, including all exhibits and written attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Additional Provisions

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