Business Vinton Document

BUSINESS VINTON DOCUMENT

This Business Agreement (the Agreement) is entered into on the Effective Date by and between Client Name: with principal address: and Contractor Name: with principal address: .

RECITALS

WHEREAS, Client desires to retain Contractor to provide business consulting, advisory and related services as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the experience, personnel, and technical skill necessary to perform the services described herein and agrees to perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth the terms under which Contractor will provide services and Client will pay for such services.

SCOPE OF WORK

Contractor shall perform the services described below and in any Statement of Work executed by the parties. The services shall include, at minimum, the tasks, deliverables, milestones, and acceptance criteria described in the Scope of Work field below.

PAYMENT TERMS

Compensation for the services shall be as set forth below. Client shall pay Contractor the Fees in the amounts and on the schedule specified. All fees are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue a late fee of on the outstanding balance, or the maximum permitted by applicable law, whichever is lower.

Expenses: Client shall reimburse Contractor for pre-approved out-of-pocket expenses incurred in the performance of services. Such expenses shall be billed with reasonable supporting documentation and paid within thirty (30) days of invoice.

TERM AND TERMINATION

This Agreement will commence on the Start Date and continue through the End Date or until earlier terminated as provided below.

Start Date:     End Date:

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection, 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.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) is rightfully obtained by the Receiving Party from a third party without restriction, (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or by a valid order of a court or governmental authority, provided the Receiving Party provides prompt notice to the Disclosing Party to allow it to seek a protective order.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, each party's aggregate liability to the other for claims arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Contractor under this Agreement during the preceding twelve (12) months.

ENTIRE AGREEMENT

This Agreement, together with any Statements of Work 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 proposals, negotiations, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except to an affiliated entity or in connection with a merger, acquisition or sale of substantially all assets.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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