Business Template TE

BUSINESS TEMPLATE TE

This Business Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: with address at , and Party B: with address at .

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain services and possesses expertise, personnel and resources to perform the work described herein; and

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth in this Agreement and Party A is willing to perform such services for compensation as provided below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. Scope of Work

2. Payment Terms

If any undisputed amount due to a party is not paid within days after the invoice due date, interest will accrue at calculated monthly on the outstanding balance until paid in full. In addition, the non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred by the prevailing party.

3. Term and Termination

This Agreement commences 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 providing written notice to the other party at least prior to the desired termination date. Upon termination for convenience, Party B will pay Party A for all work performed and documented costs incurred through the effective date of termination.

4. Confidentiality

“Confidential Information” means all non-public information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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 does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement by the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but no less than a reasonable degree of care; (ii) not use Confidential Information for any purpose other than performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Both parties acknowledge obligations are mutual and reciprocal in nature.

The obligations of confidentiality with respect to any particular Confidential Information shall survive for a period of three (3) years following the termination or expiration of this Agreement, unless a longer period is required by applicable law for specific categories of information.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Agreement.

6. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

7. Entire Agreement

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship between the parties.

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