Urban Mt Vernon Business Document

URBAN MT VERNON BUSINESS AGREEMENT

This Urban Mt Vernon Business Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates or manages business activities within the Urban Mt Vernon area and requires services related to business development, operations, and project execution as further described herein;

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to perform the services requested by Client in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client.

SCOPE OF WORK

Service Provider shall provide the services, deliverables, and milestones as set forth below. The parties may attach schedules or statements of work that become part of this Agreement upon execution.

PAYMENT TERMS

Client agrees to pay Service Provider for services performed in accordance with the schedule and rates set forth below. Unless otherwise agreed, payments are due in U.S. dollars and are exclusive of taxes for which Client is responsible.

TERM AND TERMINATION

This Agreement shall commence on the Start Date below and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement. Receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform under this Agreement, and (iii) not disclose Confidential Information except to employees, contractors, or advisors on a need-to-know basis who are bound to confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations shall continue for a period of following termination or expiration of this Agreement, except as otherwise required by law, court order, or regulation, in which case the receiving party will promptly notify the disclosing party to permit protective measures.

REPRESENTATIONS, INDEMNIFICATION, AND LIMITATION

Each party represents that it has the authority to enter into this Agreement. Service Provider shall perform services in a professional manner consistent with industry standards. Service Provider agrees to indemnify and hold Client harmless from liabilities arising from Service Provider's gross negligence or willful misconduct. Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, or punitive damages; each party's aggregate liability shall not exceed the total fees paid under this Agreement in the preceding twelve months.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or sent by certified mail (return receipt requested) to the addresses provided below.

GOVERNING LAW; ENTIRE AGREEMENT

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

This Agreement, including any schedules or statements of work executed by the parties, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

No assignment of this Agreement shall be made by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. If any provision is found invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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