Business Perinton Document

Business Perinton Document

RECITALS

This Agreement is made and entered into as of Date: by and between Client Name: and Contractor Name: .

WHEREAS, Client requires certain business, consulting, and related services within the Perinton business jurisdiction to be performed by Contractor; and

WHEREAS, Contractor represents that it has the experience, personnel, and qualifications to perform the services described herein and is willing to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Contractor shall perform the services described in the following scope. Services shall be performed in a professional manner consistent with industry standards and in compliance with applicable laws and regulations.

PAYMENT TERMS

Compensation for services rendered under this Agreement shall be paid as set forth below. Client shall pay Contractor in lawful currency of the specified jurisdiction in cleared funds to the account or address designated by Contractor.

All invoices are due in accordance with the Payment Schedule. Any undisputed amount not paid within fifteen (15) days of the invoice due date shall accrue interest at the rate specified above and Client shall be responsible for all reasonable costs of collection, including attorney fees.

TERM AND TERMINATION

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

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is publicly known, independently developed, or rightfully obtained from a third party without restriction. Each party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) limit disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party and certify in writing that it has done so, except to the extent any retention is required by law, whereupon retained information shall remain subject to the confidentiality obligations herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any amendment or modification of this Agreement must be 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 provided below or to such other address as a party may specify in writing.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or successor in interest in connection with a change of control, provided the assignee assumes Contractor's obligations hereunder.

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