Business Super Document

BUSINESS SUPER DOCUMENT

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

RECITALS (WHEREAS)

WHEREAS, Client is engaged in the business described in its corporate records and desires to retain Contractor to perform professional services described herein; and

WHEREAS, Contractor represents that it has the experience, personnel, facilities and professional capability to perform such services in a competent and timely manner and agrees to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions applicable to their relationship and the services to be provided.

SCOPE OF WORK

Contractor shall perform the services and deliverables described below. Contractor shall perform services in a professional manner consistent with industry standards and in accordance with any schedules and milestones set forth by mutual written agreement.

PAYMENT TERMS

Client agrees to pay Contractor the amounts specified below in consideration for the full performance of the services described in this Agreement. All fees are exclusive of taxes unless otherwise stated.

If any undisputed amount remains unpaid after the applicable due date, Client shall be liable for interest and fees as provided below. The parties agree that such interest and fees are a reasonable estimate of the costs of late payment and not a penalty.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date or until the Services are completed and accepted in writing, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination for convenience by either party requires the notice period and payment of any amounts then due for work completed prior to termination plus any reasonable, documented wind-down costs.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial data, customer lists, proprietary processes and technical information.

The Receiving Party shall not disclose Confidential Information to any third party except to those of its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The Receiving Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own comparable confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is (a) or becomes generally known to the public through no fault of the Receiving Party; (b) known to the Receiving Party at the time of disclosure; (c) rightfully received from a third party without restriction; or (d) independently developed 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 principles of conflict of laws. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement, subject to any mandatory statutory venue rules.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a replacement provision to effect the original intent.

NOTICES

Sign Now