Business WASA Document

Business WASA Document

Parties

Client Name:

Contractor Name:

Recitals

WHEREAS, Client is engaged in business operations requiring the services described in this Agreement and desires to retain Contractor to perform such services; and

WHEREAS, Contractor represents that it possesses the necessary experience, personnel, and licenses to perform the services and agrees to perform such services under the terms set forth below; and

WHEREAS, the parties desire to set forth herein the scope, payment terms, confidentiality obligations, and other material terms governing the relationship between the parties.

Agreement Effective Date

This Agreement is effective as of:

Scope of Work

Contractor shall perform the services described below in a professional manner and in accordance with applicable law and industry standards. The parties agree that the following description constitutes the scope of services to be provided under this Agreement.

Payment Terms

The Client shall pay Contractor the compensation described below in consideration for the performance of the Scope of Work. All amounts are in U.S. dollars unless otherwise indicated.

Invoices shall be submitted by Contractor to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt.

Late Fee: If Client fails to pay any undisputed sum when due, amounts overdue shall bear interest at a rate of % per month (prorated daily) or the maximum rate permitted by applicable law, whichever is less, until paid.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing the other party with days' prior written notice.

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

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, operational and other information disclosed by either party to the other that is identified at the time of disclosure as confidential or that, by its nature, ought reasonably to be treated as confidential.

Each party agrees: (a) to hold Confidential Information of the other in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (b) not to use Confidential Information of the other except for performance under this Agreement; and (c) not to disclose Confidential Information to any third party except as permitted herein.

Confidentiality Term: The obligations set forth in this Confidentiality section shall survive termination of this Agreement and shall continue for a period of years following termination, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the execution and performance of this Agreement will not violate any other agreement or legal obligation of such party, and that it will comply with all applicable laws in performing its obligations hereunder.

Indemnification

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts or willful misconduct in connection with the performance of the Scope of Work. Client shall indemnify Contractor for claims arising from Client's willful misconduct or material breach of this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within 30 days, disputes shall be exclusively resolved by the courts located in the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notice is effective upon personal delivery, three days after deposit in certified mail, return receipt requested, or one day after deposit with a nationally recognized overnight courier.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: The waiver by either party of a breach of any provision shall not operate or be construed as a waiver of any other or subsequent breach.

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