Business Adhesion Contract

BUSINESS ADHESION CONTRACT

Effective Date:

RECITALS

WHEREAS, Provider: is in the business of providing goods and services as described below and maintains principal offices at ; and

WHEREAS, Client Name: desires to obtain Provider's goods and/or services under the standard terms and conditions set forth in this agreement; and

WHEREAS, Provider offers the terms of this contract on a take-it-or-leave-it basis as a standard form; Client acknowledges that the terms are primarily drafted by Provider and that this contract constitutes a business adhesion contract.

SCOPE OF WORK

Provider shall perform the work and provide the deliverables described below in accordance with the timelines and specifications set forth here:

PAYMENT TERMS

Client shall pay Provider the fees and charges as set forth in this section. All amounts are stated in U.S. dollars unless otherwise indicated.

Late payments shall accrue a late fee calculated as set forth below. Client remains liable for all collection costs, including reasonable attorney fees, incurred by Provider in enforcing payment obligations.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, shall expire on the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within fourteen (14) days after receipt of written notice. Termination does not relieve Client of payment obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical, or financial information disclosed by one party to the other, whether disclosed orally, visually or in writing. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations under this Agreement, and (iii) not disclose it to third parties except to those employees, agents, or contractors with a legitimate need to know and subject to confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is or becomes generally known to the public through no fault of Recipient, is rightfully received from a third party without breach of an obligation of confidentiality, or is independently developed by Recipient without use of Confidential Information.

I acknowledge and agree to the confidentiality obligations set forth above.

ADHESION TERMS ACKNOWLEDGMENT

Provider has presented this Agreement on a standard form basis and Client acknowledges that Provider prepared the standard terms. By signing below, Client accepts these terms and understands that negotiation is not available for materially different terms.

Client acknowledges that this Agreement is a business adhesion contract and agrees to be bound by its terms.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute shall lie exclusively in the state or federal courts located in that jurisdiction.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for incidental, consequential, special, or punitive damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the six (6) month period preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation if an email address is provided.

MISCELLANEOUS

If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision shall not be deemed a waiver. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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