Business Owner Agreement

Business Owner Agreement

This Business Owner Agreement (the Agreement) is entered into as of Effective Date: by and between Business Owner Name: with principal address and Service Provider Name: with principal address .

Recitals

WHEREAS, Business Owner operates and controls the business enterprise identified above and seeks certain services and management support in connection with that enterprise; and

WHEREAS, Service Provider represents that it possesses the skill, experience and capacity to perform the services described in this Agreement and is willing to provide such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Scope of Work

Deliverables shall be provided in accordance with the schedule set forth in the Scope of Work. Any material change to the Scope of Work shall require a written amendment signed by both parties.

2. Payment Terms

Invoices shall be submitted by Service Provider and paid by Business Owner within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, a late fee of will apply to any invoice unpaid after the stated due date.

3. Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice 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 after written notice specifying the breach. Termination shall not relieve Business Owner of the obligation to pay for services rendered and expenses properly incurred prior to the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public business, technical and financial information disclosed by either party to the other in written, oral or electronic form 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 excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party without restriction as to use or disclosure; (c) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) hold all Confidential Information in strict confidence and use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the performance of its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents and contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. Representations, Indemnification and Liability

Each party represents and warrants that it has the right, power and authority to enter into and perform its obligations under this Agreement. Service Provider represents that services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for indemnification obligations or a party's breach of Section 4 (Confidentiality), neither party shall be liable to the other for consequential, incidental, punitive or special damages, and each party's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total compensation paid to Service Provider under this Agreement during the immediately preceding twelve-month period.

6. Governing Law

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

7. Entire Agreement; Amendment

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor in interest by merger or sale of substantially all of its assets. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates in writing.

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