Business YONO Document

BUSINESS YONO DOCUMENT

This Business YONO Document (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: desires to obtain certain business services, deliverables, or professional advice described herein; and

WHEREAS, Service Provider Name: has represented that it has the expertise, personnel and resources to perform the services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

The total compensation to be paid by Client to Service Provider for the Scope of Work shall be $ (USD), payable as follows:

Invoices shall be issued by Service Provider and are due within days of invoice date. Late payments shall incur a late fee of assessed after the due date and interest at on outstanding balances until paid in full.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach if the breach is not cured within days after written notice.

Upon termination, Service Provider shall deliver all completed and in-progress work and Client shall pay for all services performed and non-cancellable obligations incurred through the effective date of termination. Each party shall return or destroy Confidential Information of the other in accordance with the Confidentiality section.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary, or confidential information disclosed by one party to the other, whether in writing, orally, electronically 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. Confidential Information excludes information that: (a) is or becomes generally available to the public through no act or omission of the recipient; (b) was in the recipient's lawful possession prior to disclosure; (c) is rightfully received from a third party without breach of a confidentiality obligation; or (d) is independently developed by the recipient without use of or reference to the disclosing party's Confidential Information.

The recipient shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of .

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any other agreement or obligation. Service Provider further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and the aggregate liability of each party for claims arising out of or in connection with this Agreement shall not exceed the amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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. Exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located in the county where the Service Provider's principal place of business is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest following notice to Client. Headings are for convenience only and do not affect interpretation.

Each party acknowledges that it has read and understands this Agreement, that it has had an opportunity to seek independent legal advice, and that it enters into this Agreement freely and voluntarily.

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