Arabian Fal Business Document

ARABIAN FAL BUSINESS AGREEMENT

This Arabian Fal Business Agreement (the Agreement) is made effective as of by and between Client Name: with principal place of business at , and Service Provider: with principal place of business at .

RECITALS

WHEREAS, Client operates a business engaged in activities related to Arabian Fal consultations and desires to engage Provider to perform specialized services in accordance with the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it has the professional expertise, personnel, and resources necessary to provide the services described in this Agreement and agrees to deliver those services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the scope of services, payment terms, confidentiality obligations, and other terms governing their relationship.

SCOPE OF WORK

PAYMENT TERMS

Any undisputed amount not paid within days after the due date shall accrue interest at (or the maximum rate permitted by applicable law, whichever is lower). Client shall also be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or court order, provided Recipient gives prompt written notice and cooperates with Discloser to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Except as expressly set forth in writing, Provider retains all right, title and interest in its pre-existing intellectual property and methodologies. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. If any deliverable incorporates third-party materials, Provider shall obtain appropriate licenses and identify such materials in writing.

LIMITATION OF LIABILITY; INDEMNIFICATION

Neither party shall be liable for consequential, incidental, special, or punitive damages arising out of this Agreement. Each party agrees to indemnify and hold the other harmless from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law provisions. The parties shall first attempt in good faith to resolve any dispute through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration before a single arbitrator in accordance with the arbitration rules agreed by the parties; the forum shall be in the county or city located within the chosen governing jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and schedules attached hereto and incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action.

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