Business Agreement Brandon

BUSINESS AGREEMENT BRANDON

This Business Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain business, consulting, and related services and has selected Service Provider based on its expertise, personnel, and resources to perform the services described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary qualifications, experience, and ability to perform the services in a professional and workmanlike manner in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services to Client and the compensation to be paid in return.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below (the "Services"). The Services shall include, at minimum, the tasks, milestones, and acceptance criteria set forth in the Scope of Work section. Any additions or material changes to the Scope of Work shall be set forth in a written change order executed by both parties.

Payment Terms

Client shall pay Service Provider for the Services as follows: Total Amount $ . Invoices will be issued in accordance with the payment schedule below and are due within days of receipt unless otherwise agreed in writing.

Late payments shall bear interest at the rate of per month, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs and attorney fees incurred in enforcing payment obligations.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause on written notice if the other party materially breaches this Agreement and fails to cure within 15 days after receipt of written notice specifying the breach. Upon termination, Service Provider shall be entitled to payment for Services performed and reimbursable expenses incurred through the effective date of termination, subject to Client's right to set off for amounts owed for breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property and License

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and any general tools, methods, or know-how. Any assignment of newly created intellectual property shall be set forth in a written instrument signed by both parties.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising out of or relating to this Agreement.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement creates any joint venture, partnership, or employment relationship.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of all or substantially all assets, or corporate reorganization, provided the assignee agrees in writing to be bound by the terms of this Agreement.

Entire Agreement

This Agreement, together with any exhibits, schedules, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

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