Business RES Document

BUSINESS RES DOCUMENT

This Business RES Document (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

Effective Date:

WHEREAS

WHEREAS, Client desires to obtain certain services from Provider and Provider represents that it has the professional skills and capacity to perform such services under the terms set forth in this Agreement.

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and other terms governing the engagement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described below for Client in a professional and workmanlike manner in accordance with industry standards:

PAYMENT TERMS

Compensation: Client shall pay Provider the fees described below in full consideration for the services rendered under this Agreement.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and shall continue in effect until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately 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. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by disclosure in violation of this Agreement, (ii) was in the Receiving Party's possession prior to receipt, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that a breach of this confidentiality provision would cause irreparable harm for which monetary damages may be an inadequate remedy and that the Disclosing Party shall be entitled to seek injunctive or equitable relief to prevent or curtail any breach or threatened breach, in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles:

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 hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations.

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

Severability: If any provision of this Agreement is held to be 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 achieves, to the extent possible, the original intent of the parties.

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