Business Siders Template

BUSINESS SIDERS TEMPLATE

Parties

This Agreement is entered into by and between , located at (hereinafter "Party A") and , located at (hereinafter "Party B"), effective as of .

Recitals

WHEREAS, Party A conducts business in providing consulting, advisory, marketing and related services to commercial clients and has the experience and personnel necessary to perform the services contemplated by this Agreement;

WHEREAS, Party B desires to engage Party A to perform certain services for Party B on the terms and conditions set forth herein, and Party A is willing to perform such services pursuant to this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the parties agree as follows.

Scope of Work

Payment Terms

Party B shall pay Party A for the services described in the Scope of Work the total amount of USD, payable as set forth below.

All fees and expenses not specifically set forth in this Agreement must be pre-approved in writing by Party B. Party A shall submit invoices reflecting amounts due in accordance with the payment schedule; Party B shall pay undisputed amounts in full in accordance with this section. Late payments shall accrue interest as set forth above and Party A may suspend performance if payments are more than thirty (30) days delinquent after written notice.

Term and Termination

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

Either party may terminate this Agreement for cause upon a material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

Confidentiality

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) limit access to Confidential Information to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that is: (i) generally known to the public at the time of disclosure; (ii) rightfully received from a third party without restriction; (iii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) required to be disclosed by law, provided that the Receiving Party gives prompt written notice and cooperates to seek confidential treatment or protective orders.

The obligations of confidentiality will survive termination of this Agreement for a period of three (3) years, except that trade secrets will be protected for so long as they remain trade secrets under applicable law.

Representations, Indemnification and Insurance

Each party represents that it has the full power and authority to enter into this Agreement. Party A shall indemnify and hold harmless Party B from and against any claims, losses or liabilities arising from Party A's negligence or willful misconduct in performing the services. Party A shall maintain commercially reasonable insurance coverage appropriate to the services provided.

Governing Law and Dispute Resolution

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 agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the parties may pursue all available remedies in the state or federal courts located within the chosen state.

Notices

Miscellaneous

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 a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets provided the assignee assumes all obligations hereunder.

Amendments: No amendment to this Agreement will be effective unless made in writing and signed by both parties.

Entire Agreement

This Agreement, together with any exhibits or attachments incorporated by reference, 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.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

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