Business SSWHH Document

BUSINESS SSWHH DOCUMENT

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

Parties

Recitals

WHEREAS, Client seeks to engage Service Provider to perform specified business services and tasks related to SSWHH operations and management; and

WHEREAS, Service Provider represents it is qualified and has the professional capability, personnel and resources to perform the services described in this Agreement in a competent and timely manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional manner in accordance with generally accepted industry standards. Services to be provided:

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise stated.

All invoices shall be payable within days of invoice date unless otherwise agreed in writing. Client shall reimburse reasonable, documented out-of-pocket expenses if pre-approved.

Term and Termination

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

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work in progress and Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination, together with any reasonable wind-down costs expressly agreed in writing.

Confidentiality

"Confidential Information" means information disclosed by either party to the other 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 excludes information that is or becomes publicly available without breach, is already in the recipient's lawful possession, is rightfully received from a third party without restriction, or is independently developed without use of the discloser's Confidential Information.

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

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except that trade secrets shall remain protected as long as they qualify as trade secrets under applicable law.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that its performance will not infringe third-party intellectual property rights.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its breach of this Agreement, negligence, wilful misconduct, or violation of law, except to the extent caused by the other party's negligence or wilful misconduct.

Except for indemnification obligations and liability for bodily injury or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages arising under or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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.

Entire Agreement; Amendments

This Agreement, including any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed delivered upon personal delivery, confirmed facsimile or email when followed by overnight courier, or three business days after deposit with an internationally recognized overnight courier.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now