Business Recitals Template

BUSINESS RECITALS TEMPLATE

This Business Recitals Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Party A is engaged in the business of and possesses certain expertise, personnel, and resources reasonably necessary to perform services as described below;

WHEREAS, Party B desires to retain Party A to perform such services on the terms and conditions set forth in this Agreement, and Party A agrees to provide those services pursuant to this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the scope, payment, confidentiality, and other terms governing their relationship and any deliverables produced under this engagement.

SCOPE OF WORK

Party A shall perform the services and deliver the work product described below. Services shall be performed in a professional manner consistent with industry standards and in accordance with any milestones and specifications set forth in this Agreement.

PAYMENT TERMS

In consideration for the services and deliverables to be provided by Party A, Party B shall pay Party A the amounts and according to the schedule set forth below.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. In addition to interest, Party B shall reimburse Party A for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may terminate without cause upon providing days' prior written notice to the other party. Termination shall not relieve Party B of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical or financial information identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction. Upon termination or upon written request, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party and certify in writing that such return or destruction has been completed.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency between the parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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