New Business Document Template

NEW BUSINESS AGREEMENT

This Agreement is made and entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services related to the Client's business operations as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and ability to perform the services described in this Agreement and is willing to perform such services pursuant to the terms and conditions herein; and

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

Scope of Work

Service Provider shall perform the services set forth in the Description of Services in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be agreed in writing by authorized representatives of both parties.

Payment Terms

Invoices are due net thirty (30) days from the invoice date unless otherwise agreed in writing. Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower). The parties agree that acceptance of any late payment shall not waive any breach or other rights under this Agreement.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

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

Confidentiality

"Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be understood as confidential. The receiving party shall: (a) maintain 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 reasonable care; (b) not disclose Confidential Information to any third party except as permitted in writing; and (c) use Confidential Information solely for performance of its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information. Upon termination, the receiving party shall return or destroy Confidential Information upon written request.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Service Provider's breach of this Agreement, gross negligence or willful misconduct, subject to applicable limitations of liability.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by written notice.

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 conflict of laws principles. The parties shall seek in good faith to resolve disputes promptly by negotiation. If the parties are unable to resolve a dispute within thirty (30) days, either party may pursue any available legal or equitable remedies.

Assignment

Neither party may assign or delegate its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, except that a party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Entire Agreement

This Agreement, together with agreed written statements of work and any exhibits or schedules attached hereto, 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, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent to the extent permitted by law.

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