Business NR Document

BUSINESS NR AGREEMENT

This Business NR Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: , and Party B Name: .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and deliverables as described herein; and

WHEREAS, Party B desires to engage Party A on the terms set forth in this Agreement and Party A is willing to perform such services; and

WHEREAS, the parties intend that this Agreement set forth the full understanding of the parties regarding the subject matter hereof.

SCOPE OF WORK

Party A shall perform the services and deliverables described below in a professional, timely manner consistent with industry standards. Specific tasks, milestones, and acceptance criteria shall be set forth in the space below.

PAYMENT TERMS

In consideration for performance under this Agreement, Party B shall pay Party A the amounts and according to the schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Payments are due within days of receipt of an undisputed invoice. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days following written notice of such breach, or immediately for insolvency or appointment of a receiver.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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, technology, pricing, customer lists, and trade secrets.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. The foregoing shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully 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 provides prompt written notice when permitted and cooperates reasonably with the Disclosing Party to seek protective measures.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information and certify such return or destruction in writing upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the chosen jurisdiction unless the parties mutually agree in writing to another forum.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement 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 of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party’s breach of this Agreement, gross negligence or willful misconduct.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses provided by the parties in writing.

EXECUTION

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties and that this instrument constitutes a valid and binding obligation of the party for which they sign.

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