Oaxaca Oax Business Agreement

Oaxaca Oax Business Agreement

Parties

Client Name:    Provider Name:

Recitals

WHEREAS, Client is engaged in business operations in the State of Oaxaca and desires to retain certain services to carry out a discrete project as described herein; and

WHEREAS, Provider represents that it possesses the experience, personnel and resources necessary to perform the services described in this Agreement and is willing to perform such services for the compensation and on the terms set forth below; and

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

1. Scope of Work

Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards:

2. Payment Terms

Client shall pay Provider as follows:

Late Payment: If any undisputed amount due is not paid within days of the due date, Client shall pay interest on the outstanding amount at the rate of , compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

3. Term and Termination

Term: This Agreement commences on and shall continue in effect until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon delivering written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by either party to the other, whether in writing, orally, visually 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.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized use and disclosure.

Exceptions and Duration: Confidential Information does not include information that is publicly known through no act or omission of the receiving party, becomes rightfully known from a third party, or is independently developed. The confidentiality obligations shall continue during the Term and for years thereafter, except as to trade secrets which shall be protected for so long as they remain trade secrets.

5. 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. Provider further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party agrees to indemnify and hold harmless the other party from all third-party claims, liabilities, losses and expenses arising from its negligent acts or willful misconduct in connection with this Agreement.

6. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail, or nationally recognized courier service, and shall be deemed given upon receipt.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Oaxaca, Mexico, without regard to conflict of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved, disputes shall be submitted to the competent courts located in the State of Oaxaca.

8. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in interest by merger or sale of substantially all assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Sign Now