Business THR Document

BUSINESS THR DOCUMENT

This Business THR Document (the "Agreement") is made effective as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Party A is engaged in the business of providing specialized services and possesses the skill, personnel, equipment and licenses necessary to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform those services under the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B;

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the scope, payment, confidentiality and termination of the services to be provided;

SCOPE OF WORK

Party A shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Detailed tasks, milestones and deliverables shall be specified and updated by mutual written agreement.

PAYMENT TERMS

As consideration for the Services, Party B shall pay Party A the amounts and according to the schedule set forth below. All amounts are stated in lawful currency unless otherwise specified.

Party B shall pay undisputed invoices within the payment terms set forth above. Disputed amounts must be notified in writing within seven (7) business days of receipt of invoice and the parties shall act in good faith to resolve disputes promptly. Payments shall be made to the payee and account designated by Party A in writing.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches any material provision of this Agreement and fails to cure such breach within the notice period set forth above. Either party may also terminate for convenience upon providing the other party the notice period set forth above; upon termination, Party B shall pay Party A for all services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally or in writing, 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 (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) was known by the receiving party prior to disclosure; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it 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 at least as protective as those set forth herein, and shall not use the Confidential Information except to perform its obligations under this Agreement. These obligations shall survive termination of this Agreement for a period of three (3) years, or such longer period as required by applicable law for trade secrets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

MISCELLANEOUS

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

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

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate by notice to the other.

SIGNATURES

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