Annual Contract Agreement

ANNUAL CONTRACT AGREEMENT

Parties

Recitals and Term

This Annual Contract Agreement (the "Agreement") is entered into by and between Party A: and Party B: . The Agreement becomes effective on the Effective Date: and will continue for a term of months (the "Initial Term"), unless earlier terminated in accordance with this Agreement.

Upon expiration of the Initial Term, this Agreement will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least days prior to the then-current term end date.

Scope of Services

Fee Schedule and Payment

Party B shall pay Party A in accordance with the fee schedule below. All amounts are stated in United States dollars and are exclusive of applicable taxes unless otherwise indicated.

Payments are due within days of invoice date. Accepted payment methods: ACH Check Wire Credit Card

Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by law, beginning days after the due date. In addition, the non-paying party shall be responsible for all reasonable costs of collection, including attorneys' fees.

Taxes and Expenses

Unless otherwise stated, Party B is responsible for sales, use, and other transactional taxes applicable to payments made to Party A. Reasonable, pre-approved out-of-pocket expenses incurred by Party A in performance of the Services will be reimbursed by Party B upon presentation of receipts.

Term, Termination and Remedies

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach by the other if the breaching party fails to cure within days after receiving written notice specifying the breach. Termination shall not relieve the parties of obligations accrued prior to termination.

Remedies provided in this Agreement are cumulative and in addition to any other rights available at law or in equity. The prevailing party in any dispute arising under this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

Confidentiality and Data

Each party shall maintain as confidential all non-public information received from the other party and shall not disclose such information except to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations. Confidential information does not include information that is or becomes public other than by breach of this Agreement or is required to be disclosed by law.

Indemnification and Liability

Each party indemnifies, defends and holds harmless the other from claims, damages or losses arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability resulting from a party’s gross negligence or willful misconduct, neither party will be liable to the other for consequential, incidental, punitive, or special damages.

Insurance

Each party shall maintain appropriate insurance coverage customary for its industry and sufficient to cover liabilities arising under this Agreement. Upon request, a party shall provide certificates of insurance evidencing coverage.

Force Majeure

Neither party will be liable for delay or failure to perform obligations due to events beyond its reasonable control, including natural disasters, strikes, acts of government, cyber incidents, or other force majeure events. The affected party must notify the other promptly and use reasonable efforts to resume performance.

Assignment, Amendment and Waiver

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor by merger or sale of substantially all assets. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of the state of , without regard to conflict-of-law principles. The parties will attempt to resolve disputes through good faith negotiation and, if unresolved, through binding arbitration in accordance with the parties' agreement to arbitrate.

Notices

All notices required or permitted under this Agreement will be in writing and delivered to the addresses below, by certified mail, courier, or electronic transmission with confirmation.

Records and Audit

Party A shall maintain complete and accurate records relating to performance and charges under this Agreement for a period of three (3) years following the end of the applicable term. Party B has the right to audit such records upon reasonable notice and during normal business hours.

Miscellaneous

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior negotiations and agreements. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

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