Business Pauls Document

BUSINESS PAULS DOCUMENT

This Business Agreement ("Agreement") is made and entered into effective as of by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client engages Contractor to provide business services and deliverables as described in this Agreement, and Contractor represents that it has the experience, personnel and resources necessary to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services to Client, including scope, compensation, confidentiality and the allocation of risk between the parties;

WHEREAS, the parties intend for this Agreement to constitute a complete and binding statement of their rights and obligations with respect to the subject matter hereof.

SCOPE OF WORK

Contractor shall perform the services and deliver the work products described below. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As full consideration for the services and deliverables described herein, Client shall pay Contractor the amounts and in the manner set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices submitted by Contractor shall be paid by Client within days of receipt unless otherwise stated. Late payments shall accrue interest as set forth below.

Interest on overdue amounts shall be charged at the rate specified above, applied monthly, to the maximum extent permitted by law. Client shall also reimburse Contractor for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving the notice period set forth above. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed in any form 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 does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; and (iii) not disclose Confidential Information to third parties except to those employees, contractors and agents who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement. Receiving Party may disclose Confidential Information to the extent required by applicable law or valid court order, provided that, to the extent permitted, the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking confidential treatment or a protective order.

All obligations of confidentiality shall survive termination or expiration of this Agreement for the period specified above, or, if no period is specified, for three (3) years from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW; JURISDICTION

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 agree that any litigation arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within that State.

MISCELLANEOUS PROVISIONS

Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties.

Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses or expenses arising out of that party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or its obligations under confidentiality or indemnification, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total amount paid or payable to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a mutually acceptable provision that comes closest to the parties' intent.

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