Business Adhesion Document

BUSINESS ADHESION DOCUMENT

Parties

Recitals

WHEREAS, the Offering Party is engaged in the business of providing products and services as described in this document and possesses expertise, personnel, and resources to perform the Scope of Work; and

WHEREAS, the Adhering Party has been presented with a standard form of agreement on a take-it-or-leave-it basis and understands that the terms are non-negotiable unless otherwise agreed in writing; and

WHEREAS, the parties agree that these terms will govern their relationship beginning on Effective Date: unless earlier terminated in accordance with this Agreement.

Scope of Work

The Offering Party shall perform the services and deliverables described below in accordance with the standards and timelines set forth. The Adhering Party accepts that such services will be performed pursuant to the terms of this adhesion agreement.

Adhesion Acknowledgment

The Adhering Party expressly acknowledges that (i) this Agreement is presented on a standard form; (ii) the Adhering Party has had the opportunity to review the terms; and (iii) execution of this Agreement constitutes acceptance of all terms without material negotiation. The Adhering Party further acknowledges that clauses allocating risk, limiting remedies, or imposing fees are integral to the Offering Party's business model.

By checking the box the Adhering Party confirms the above acknowledgment.

Payment Terms

Compensation for the Scope of Work shall be the amount of $ (US dollars) payable as follows: . Invoices are due within days of invoice receipt.

Overdue amounts shall bear a late fee of per month, compounded monthly, or the maximum permitted by law if lower. The Adhering Party is responsible for all reasonable collection costs, including attorneys' fees, for delinquent accounts.

Unless otherwise stated, all fees are exclusive of taxes. The Adhering Party shall be responsible for any sales, use, value-added, or other taxes imposed on the payments, excluding taxes based on the Offering Party's net income.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within 30 days after written notice of breach, or immediately for insolvency or cessation of operations.

Termination shall not relieve the Adhering Party of its obligation to pay for services performed and expenses incurred prior to termination, nor shall it affect provisions intended to survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information only to perform under this Agreement; (b) limit access to those employees or contractors with a need to know; and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law.

Confidentiality obligations will continue for years following termination or expiration, except that trade secrets will be protected for as long as they remain trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or a party's breach of its confidentiality obligations or indemnification obligations, neither party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of either party for any claim related to this Agreement shall not exceed the total amount paid or payable by the Adhering Party under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the Offering Party's principal place of business, conducted in accordance with arbitration rules selected by the parties.

Miscellaneous

Entire Agreement: This Agreement constitutes the complete and exclusive statement of the parties' agreement and supersedes all prior proposals, representations, or agreements. No term may be amended except by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable by a tribunal of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

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

Sign Now