Business Skipper Document

BUSINESS SKIPPER DOCUMENT

This Business Skipper Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Skipper Name: .

RECITALS

WHEREAS, Client engages Skipper to provide temporary operational leadership, oversight, or business continuity services for Client's business operations described below; and

WHEREAS, Skipper represents that Skipper has the experience, skills, and authority necessary to perform the services described in this Agreement and is willing to provide such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other terms governing the relationship.

SCOPE OF WORK

Skipper shall perform the services described above and such additional tasks as the parties may agree in writing. Skipper will act as an independent contractor and shall have responsibility for directing the means and manner of performing services, subject to Client's reasonable business policies and objectives.

PAYMENT TERMS

Payments shall be made pursuant to the schedule above. Unless otherwise specified, invoices issued by Skipper are due within days of invoice receipt. Overdue amounts shall accrue interest and fees as specified below.

Payments withheld by Client for disputed services must be accompanied by written notice specifying the basis for dispute. The parties shall cooperate in good faith to resolve any disputed items promptly.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience by providing the other party with no less than days' prior written notice. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Skipper for services performed through the effective date of termination and for any non-cancellable obligations incurred by Skipper prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic, or tangible, 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, including business plans, customer lists, financial information, trade secrets, and operational processes.

The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use, disclosure, or access, which measures shall be no less protective than those it uses to protect its own confidential information of a similar nature.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If a receiving party is legally compelled to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and, where permitted, cooperate in seeking protective measures.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

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. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. No amendment or modification of this Agreement is effective unless it is in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor. Skipper is an independent contractor and not an employee, partner, or joint venturer of Client. Skipper is responsible for all taxes and benefits related to payments received under this Agreement.

Indemnification. Each party shall indemnify, defend, and hold harmless the other party from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice.

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