Business Province Document

BUSINESS PROVINCE DOCUMENT

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

Client Name:   Business Province:

Service Provider Name:

Individual    Corporation    Partnership    Other

Individual    Corporation    Partnership    Other

RECITALS

WHEREAS, Party A seeks professional services within the province identified above, and Party B possesses the expertise, experience, and capacity to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party B will provide services to Party A in the Business Province and to establish the parties' respective rights and obligations;

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

SCOPE OF WORK

Party B shall perform the services and deliver the deliverables described below. Party B’s obligations shall include the exercise of commercially reasonable skill, care and diligence consistent with industry standards in the Business Province.

PAYMENT TERMS

As consideration for the services provided under this Agreement, Party A shall pay Party B in accordance with the terms set forth below.

Invoices are due within days of receipt. Payments shall be made in lawful currency of the Business Province unless otherwise agreed in writing.

Overdue amounts shall bear interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law in the Business Province. The charging of interest shall not preclude the right to recover collection costs, including reasonable legal fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold in confidence and not disclose Confidential Information of the other party to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely for the purpose of performing its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information consistent with how it protects its own confidential information of like importance.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than through the receiving party’s breach; (ii) was rightfully in the receiving party’s possession prior to receipt from the disclosing party; (iii) is received without restriction from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. Upon termination, each party shall return or destroy the other party’s Confidential Information as requested.

GOVERNING LAW

This Agreement and any dispute, claim or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Business Province (without regard to conflict of law principles). The parties submit to the exclusive jurisdiction of the courts located in the Business Province for any such dispute.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, consolidation, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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