California Business Packet

CALIFORNIA BUSINESS PACKET

Parties and Business Information

Recitals

WHEREAS, Client Name: desires to engage the services of Service Provider Name: to perform certain business services in the State of California;

WHEREAS, Provider represents that it has the skill, experience, and resources necessary to perform the services described in this packet and agrees to perform such services in accordance with the terms set forth below;

WHEREAS, the parties intend for this California Business Packet to set forth their agreement effective as of Effective Date: .

Scope of Work

Provider shall perform the services and deliverables described below. All services shall be performed in a professional manner consistent with industry standards and in compliance with applicable California law.

Payment Terms

Client agrees to pay Provider the compensation set forth below for the services rendered. Payment obligations are independent of the extent of completion of any filings or registrations unless otherwise stated in writing.

If any undisputed amount payable hereunder is not received within days after the due date, a late fee of % per month on the outstanding balance shall accrue until paid in full. The late fee shall not exceed the maximum rate permitted by California law.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party to the other party, whether disclosed orally, in writing, or by inspection. Confidential Information excludes information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is lawfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (ii) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which the obligations shall continue for as long as such information qualifies as a trade secret under applicable law.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may specify in writing). Notices shall be deemed given when delivered in person, by certified mail, return receipt requested, or by overnight courier.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in County: , California, and the parties hereby submit to the personal jurisdiction of those courts.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation for breach of such warranty shall be to re-perform the deficient services or, if Provider is unable to re-perform, to refund the fees attributable to the deficient services.

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence, subject to the indemnified party's compliance with reasonable notice and cooperation procedures.

Entire Agreement; Amendments

This Agreement, including all attachments and exhibits specifically 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, written or oral, relating to such subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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 assets.

The parties acknowledge that monetary damages may be an inadequate remedy for breach of the confidentiality provisions or intellectual property provisions of this Agreement and that the non-breaching party may be entitled to equitable relief, including injunctive relief, in addition to any other remedy available at law or in equity.

Sign Now