Business SPAF Document

Business SPAF Document

Parties and Recitals

This Business SPAF Document (the Agreement) is entered into as of by and between:

WHEREAS, Client desires to engage Service Provider to perform the services described herein, and Service Provider has the expertise and capacity to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the scope, schedule, payment terms, confidentiality obligations and other material terms governing their relationship.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (the Services). Service Provider will deliver work products, reports, and other deliverables as specified and will perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the timely performance of the Services. All amounts are stated in U.S. dollars and do not include applicable taxes unless expressly stated.

All undisputed invoices not paid within the agreed terms shall accrue late fees as described above. Client shall pay reasonable costs of collection, including attorneys' fees, for delinquent amounts.

3. 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 material breach if such breach remains uncured thirty (30) days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party 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 but not limited to business plans, technical data, pricing, customer lists, and trade secrets.

Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) not use Confidential Information except to perform its obligations under this Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) is rightfully known by the receiving party prior to disclosure without restriction; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to obtain confidential treatment.

5. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement do not and will not violate any agreement with a third party or applicable law.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, and except for payment obligations, in no event shall either party be liable to the other for indirect, incidental, consequential, special or punitive damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The total liability of either party for any claim arising out of this Agreement shall in no event exceed the aggregate fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the contact information set forth below or to such other address as either party may specify by notice to the other.

8. 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 shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If litigation is necessary, the parties submit to the exclusive jurisdiction of the courts located within the specified state.

9. Entire Agreement; Amendments

This Agreement, including any exhibits and 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, proposals, negotiations, and communications, oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets, provided that such successor assumes the assigning party’s obligations under this Agreement.

Acknowledgment

Each party represents that the person signing below is duly authorized to execute this Agreement on behalf of the party and that such party understands and accepts the terms set forth herein.

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