State-Specific Business Form

STATE-SPECIFIC BUSINESS FORM

THIS AGREEMENT ("Agreement") is entered into as of by and between the parties set forth below.

Parties

Sole Proprietor Corporation LLC Partnership Other:

Sole Proprietor Corporation LLC Partnership Other:

Recitals

WHEREAS Party A seeks to obtain certain professional services from Party B as described in this Agreement; and

WHEREAS Party B represents that it possesses the necessary qualifications, experience and abilities to perform such services in accordance with the terms set forth herein; and

WHEREAS the parties desire to set forth their respective rights and obligations with respect to the performance, compensation and confidentiality of the services to be provided.

Scope of Work

Party B shall perform the services and deliverables described below. The description shall include specific tasks, deliverables, milestones, and acceptance criteria:

Payment Terms

Compensation: Party A shall pay Party B the total amount of USD for the services described, subject to adjustments by written amendment.

Late Payments: Unpaid amounts shall accrue interest at or the maximum rate permitted by the law of the state of jurisdiction, whichever is lower. Party B may suspend performance after days' written notice for nonpayment.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing prior written notice to the other party. Termination shall not relieve either party of obligations accrued 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 following receipt of notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether in written, oral, electronic, or other form, 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) maintain the Confidential Information in strict confidence, (b) use Confidential Information solely for performance under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the Receiving Party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

Survival: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of unless a longer statutory period applies.

Governing Law; State Specifics

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of laws principles. The parties elect the state identified in the State of Jurisdiction field for interpretation of contractual obligations and remedies.

Miscellaneous Provisions

Entire Agreement: This Agreement, including any 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, negotiations, representations and understandings, whether oral or written.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts or omissions.

Remedies: The rights and remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. In the event of a breach of confidentiality or misuse of intellectual property, the non-breaching party shall be entitled to injunctive relief in addition to monetary damages.

State-Specific Filings and Notices

Each party shall be responsible for any state-specific filings, registrations, notices or fees that are required for the lawful performance of its obligations under this Agreement. The parties agree to cooperate in good faith to prepare and provide any documentation reasonably necessary for such filings.

Sign Now