12-month Business Agreement

12-MONTH BUSINESS AGREEMENT

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to obtain certain business services from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources necessary to perform the Scope of Work described herein and is willing to perform such services for Client subject to the terms of this Agreement; and

WHEREAS, the parties intend this Agreement to govern their rights and obligations for a twelve (12) month term unless earlier terminated in accordance with Section "Term and Termination" below.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and timely manner consistent with industry standards. Any changes to the Scope of Work shall be documented in a written amendment signed by both parties and, where applicable, shall set forth any change in fees or schedule.

PAYMENT TERMS

Unless otherwise stated in this Agreement, Client shall pay undisputed invoices within thirty (30) days of receipt. Service Provider may suspend performance if Client fails to pay undisputed amounts within fifteen (15) days after written notice of nonpayment. Fees and expenses payable under this Agreement are exclusive of taxes; Client shall pay any sales, use, value-added, or similar taxes resulting from payment hereunder, excluding taxes on Provider's net income.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination. Upon termination, Service Provider shall promptly deliver to Client all work product for which Client has paid and shall invoice Client for earned but unpaid fees through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Receiving Party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations in this Section shall not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to Receiving Party prior to disclosure as evidenced by written records, (iii) is rightfully received from a third party without confidentiality obligations, or (iv) is independently developed by Receiving Party without use of Confidential Information. Receiving Party may disclose Confidential Information as required by law or valid order of a court or other governmental body, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in seeking protective measures.

MISCELLANEOUS PROVISIONS

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to any limitations of liability below.

Limitation of Liability: Except for liability resulting from willful misconduct or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability shall not exceed the total amounts paid or payable under this Agreement during the twelve (12) months preceding the claim.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Amendments and Waiver: No amendment to this Agreement will be effective unless in writing signed by both parties. No waiver of any breach will be deemed a waiver of any other breach.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments 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, and communications, whether written or oral, relating to that subject matter.

The parties represent and warrant that each has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below on behalf of each party is duly authorized to execute this Agreement.

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