Quick Business Agreement

Quick Business Agreement

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor to provide certain services as set forth herein; and

WHEREAS, Contractor Name: represents that Contractor has the experience, personnel and resources necessary to perform the services described in this Agreement; and

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

Scope of Work

Contractor shall perform the work and deliverables described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Contractor the fees described below in consideration of the services rendered. All fees are exclusive of taxes unless otherwise stated.

Contractor shall submit invoices to Client. Payment is due within days of receipt of a proper invoice. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate immediately for material breach if the breaching Party fails to cure within days after written notice of such breach.

Upon termination, Client shall pay Contractor for all work performed and reimbursable expenses incurred through the effective date of termination, subject to any setoffs permitted by this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Discloser") to the other Party ("Recipient") 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 other than through a breach of this Agreement; (b) was known to Recipient prior to disclosure as evidenced by written records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Confidential Information.

Recipient shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) disclose Confidential Information only to employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality shall survive termination for a period of years, except that trade secrets shall remain protected for so long as they remain trade secrets under applicable law.

Representations and Warranties; Indemnity

Each Party represents that it has full power and authority to enter into this Agreement. Contractor represents and warrants that the services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Contractor harmless from claims arising from Client-provided materials or Client's misuse of deliverables. Contractor shall indemnify and hold Client harmless from claims arising from Contractor's negligence or willful misconduct in performing the services.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either Party be liable for indirect, incidental, special, consequential or punitive damages, and each Party's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Contractor in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties shall first attempt in good faith to resolve any dispute through negotiation. If unresolved, disputes shall be submitted to binding arbitration conducted in the agreed location unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

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

Miscellaneous

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 or sale of substantially all its assets. If any provision is held invalid, the remainder shall remain in full force and effect. The Parties are independent contractors and nothing herein creates a partnership, joint venture, or agency relationship.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by notice. Notice is effective upon personal delivery, one business day after overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

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