Business Agreement Copy

BUSINESS AGREEMENT COPY

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

RECITALS

WHEREAS, Client desires to obtain the services described in this Agreement and has engaged Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, and expertise necessary to perform the services and agrees to perform such services in a professional and workmanlike manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of services, payment, confidentiality, and other matters in this written Agreement.

SCOPE OF WORK

Provider shall perform the services described above (the "Services") in accordance with the schedule and milestones set forth in the Scope of Services. Provider shall assign qualified personnel and shall be solely responsible for the manner and means of performing the Services, subject to Client's reasonable directions and approvals where expressly required by this Agreement.

PAYMENT TERMS

Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed, payment is due within days of Client's receipt of a correct invoice. Invoices shall itemize Services performed, hours (if applicable), and reimbursable expenses.

Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Late payment also entitles Provider to suspend Services upon ten (10) days' prior written notice if unpaid amounts remain outstanding.

Client shall reimburse Provider for preapproved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services. Payments do not include taxes assessed on Provider's income; Client shall pay any applicable sales, use, value-added, or other transactional taxes, unless Provider provides a valid exemption certificate.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the other party with at least advance written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential. Each party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) restrict disclosure to its employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidential Information does not include information that is (a) or becomes publicly available other than by breach of this Agreement, (b) known to the receiving party at the time of disclosure without obligation of confidentiality, (c) independently developed without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates with efforts to limit disclosure.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they retain trade secret status under applicable law.

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 in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, 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.

MISCELLANEOUS

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 or sale of substantially all its assets, provided that the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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