Business Agreement AGGAMAWAY

Business Agreement AGGAMAWAY

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing services and solutions in areas of operations, consulting, and software development, and represents that it has the experience and personnel necessary to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement and Party A is willing to perform such services under the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

1. Scope of Work

Party A shall provide the services and deliverables described below in accordance with the terms of this Agreement. The services shall include all tasks, deliverables, project management, and coordination reasonably necessary to complete the work.

2. Payment Terms

As consideration for the services, Party B shall pay Party A the fees and expenses set forth below. All payments are due in accordance with the schedule specified and subject to the conditions set forth in this Section.

All invoices not paid within thirty (30) days of the invoice date shall accrue interest at the rate specified above and the prevailing collection costs, including reasonable attorneys' fees, shall be recoverable by the non-breaching party.

3. Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the Scope of Work or the End Date, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Termination for material breach shall be effective immediately following written notice if the breaching party fails to cure within fifteen (15) days of receipt of written notice of breach, unless a longer cure period is required under a specific provision of this Agreement.

4. Confidentiality

Each party acknowledges that during performance it may receive confidential information of the other party. "Confidential Information" means nonpublic business, technical, financial, or other proprietary information disclosed in any form and identified as confidential or that a reasonable person would understand to be confidential. Each party shall: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

5. Intellectual Property

Unless otherwise expressly agreed in writing, all intellectual property created by Party A specifically for Party B in performance of this Agreement shall be deemed "Work Product." Upon full payment of all amounts due, Party A assigns to Party B all right, title, and interest in and to the Work Product. Party A retains ownership of its pre-existing materials, tools, know-how, and general skills, and grants Party B a nonexclusive, royalty-free license to use any such pre-existing materials that are necessarily embedded in the Work Product to the extent required for Party B to enjoy the benefits of the Work Product.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against losses, damages, liabilities, and expenses arising out of claims by third parties to the extent caused by the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from breach of confidentiality, indemnification obligations, or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Party B to Party A under this Agreement during the twelve (12) month period preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

8. Entire Agreement

This Agreement, together with any exhibits or scopes of work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section of this Agreement or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the mails, postage prepaid.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be deemed to create a partnership, joint venture, or employer-employee relationship. No waiver of any breach shall be effective unless in writing and signed by the party waiving such breach.

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