Business Ren Document

BUSINESS REN DOCUMENT

This Business Services Agreement (the Agreement) is made effective as of Effective Date: by and between Party A Name: and Party B Name: .

RECITALS

WHEREAS, Party A conducts business in the provision of professional services and has requested certain services from Party B, and Party B represents that it has the skill, experience, and capacity to perform such services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Party B will provide services to Party A, including scope, payment, confidentiality, and termination provisions; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

SCOPE OF WORK

Party B shall perform the services described below for Party A in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones, and acceptance criteria will be as set forth in the following description.

PAYMENT TERMS

In consideration for the services rendered by Party B, Party A agrees to pay the amounts and on the schedule set forth below. All fees are exclusive of taxes unless otherwise stated. Party B shall invoice Party A in accordance with the agreed schedule and Party A shall pay invoices in United States dollars within the period specified below.

All undisputed invoices not paid within thirty (30) days of receipt shall accrue interest at the rate set forth in the Late Payment Fee field above. Acceptance of any late payment shall not constitute a waiver of any of Party B's rights hereunder.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period set forth above. Termination shall be without prejudice to any remedies available at law or in equity.

CONFIDENTIALITY

Each Party (the Recipient) shall hold in confidence and shall not disclose to any third party any Confidential Information received from the other Party (the Discloser). Confidential Information means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. The Recipient shall use the same degree of care to protect Discloser's Confidential Information as it uses with its own confidential information, but not less than reasonable care.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public through no fault of the Recipient; (b) was in the Recipient's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is required to be disclosed by law, provided the Recipient gives prompt notice to the Discloser to allow the Discloser an opportunity to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. Venue for any dispute arising under this Agreement shall lie in a court of competent jurisdiction in that State.

ADDITIONAL PROVISIONS

Entire Agreement: This Agreement, together with any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendments: Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the Parties' intent.

REPRESENTATIONS; INDEMNIFICATION

Each Party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each Party shall indemnify and hold harmless the other Party from and against any third-party claims arising from its negligent performance or willful misconduct in connection with this Agreement, subject to applicable limitations of liability agreed by the Parties.

EXECUTION

The persons executing this Agreement on behalf of each Party represent and warrant that they are duly authorized to bind the respective Party to the terms and conditions of this Agreement.

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