Business Services CONTERERAS

Business Services CONTERERAS

Agreement Date:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services including consulting, administrative support, marketing coordination and related services; and

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth herein and Service Provider is willing to perform such services under the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided.

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

Service Provider shall provide the services described below and such additional services as the parties may agree in writing. The work shall be performed professionally and in accordance with industry standards.

Payment Terms

As full compensation for the services described in this Agreement, Client shall pay Service Provider the fees set forth below in accordance with the schedule and invoicing requirements provided.

Client shall pay all undisputed invoices within the time specified above. Overdue amounts shall bear interest as specified and Service Provider may suspend performance if Client fails to cure any undisputed payment default within ten (10) days after written notice.

Term and Termination

This Agreement shall commence on the date specified below and continue in full force and effect until the completion of the services or termination as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with the notice period specified above. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within ten (10) days after written notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by either party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, marketing strategies, technical data, and trade secrets.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to use such Confidential Information except in performance of this Agreement; and (c) not to disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of months.

The foregoing shall not apply to information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

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 principles. The parties submit to the jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Sign Now