Business Tundra Document

Business Tundra Document

This Business Tundra Document ("Agreement") is entered into as of by and between with principal place of business at ("Business Tundra"), and with principal place of business at ("Contractor").

RECITALS

WHEREAS, Business Tundra seeks certain business services and solutions to support its operations and strategic initiatives, and Contractor represents that it possesses the necessary expertise, personnel and resources to provide such services on the terms set forth herein.

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other material terms governing the provision of services by Contractor to Business Tundra.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Contractor will provide qualified personnel, furnish all materials and equipment necessary to perform the services, and will obtain and maintain, at its sole cost, any licenses or permits required to perform the services.

PAYMENT TERMS

If any undisputed amount due under this Agreement is not paid within days of the due date, a late fee of per month on the outstanding balance (or the maximum permitted by applicable law, if less) shall accrue until paid.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in any form that is identified as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information only for purposes of performing its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to obligations of confidentiality no less protective than those herein. Confidential Information does not include information that: (i) was known to the receiving party without restriction prior to disclosure; (ii) becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party 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 conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules 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, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other except as expressly set forth in this Agreement.

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 Business Tundra may assign this Agreement in connection with a merger, sale of substantially all of its assets, or other corporate reorganization.

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