Business WLW Document

Business WLW Document

Agreement Date:

Parties

This Business WLW Document (the "Agreement") is entered into by and between Company Name: with principal address and Service Provider Name: with principal address .

Recitals

WHEREAS, Company Name desires to retain the services of Service Provider Name to perform certain business, advisory, and operational services as described below; and

WHEREAS, Service Provider Name represents that it has the requisite expertise, personnel, and resources to perform the services and is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, compensation, confidentiality and other matters relating to the engagement.

Scope of Work

Service Provider shall perform the Scope of Work in a professional and workmanlike manner in accordance with industry standards. Any material changes to the Scope of Work will require prior written approval by authorized representatives of both parties.

Payment Terms

If any undisputed amount due hereunder is not received by Service Provider within days after the due date, Company shall pay interest on the overdue amount at a rate of until paid. Interest accrual shall be without prejudice to any other remedy available to Service Provider.

All amounts are exclusive of taxes, which shall be borne by the party required by applicable law. Service Provider shall invoice Company in accordance with the Payment Schedule. Unless otherwise agreed, invoices are payable within thirty (30) days of receipt. Company shall notify Service Provider in writing of any disputed charges within ten (10) days of receipt of an invoice; the parties shall cooperate in good faith to resolve any such dispute.

Term and Termination

Effective Date: . Term End Date: .

This Agreement shall commence on the Effective Date and continue until the Term End Date unless earlier terminated in accordance with this section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all work in progress and Company shall pay Service Provider for services performed and expenses incurred through the effective date of termination, subject to setoff for proven damages caused by Service Provider's breach.

Confidentiality

Definition: "Confidential Information" means all non-public information, whether written, electronic or oral, disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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, including business plans, technical data, trade secrets, financial information and customer lists.

Obligations: Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement by Receiving Party, (b) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, (c) is rightfully received from a third party without restriction, or (d) is required to be disclosed by law or by a court or governmental order, provided Receiving Party gives prompt written notice to Disclosing Party to permit a protective order or other remedy.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of from the date of disclosure; provided, however, that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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 agree that the state and federal courts located in that State shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits 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 oral or written agreements, understandings, representations and warranties. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement, subject to any limitations on liability set forth in an applicable addendum.

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