Business Agreement EXZY

Business Agreement EXZY

This Business Agreement EXZY (the "Agreement") is made effective as of by and between:

Party A

Party B

Recitals

WHEREAS, Client Name: seeks to retain the Service Provider to perform certain business services described below; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and capacity to perform the services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services in a binding written agreement.

Scope of Work

Service Provider will perform the services and deliverables described below in a professional manner consistent with industry standards. Specific tasks, milestones, and acceptance criteria shall be as set forth herein and in any attachments executed by the parties.

Payment Terms

Client shall pay Service Provider for services performed as follows. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Any amounts not paid within days of the invoice due date shall accrue interest at the rate of per month (or the maximum permitted by law, if less). In addition, Service Provider may suspend performance for undisputed overdue amounts after providing ten (10) days' prior written notice.

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider. Pre-approval may be provided in writing or by electronic confirmation. Expenses reimbursable

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Upon termination, Client shall pay Service Provider for work performed and reimbursable expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other rights or remedies the non-breaching party may have under this Agreement or at law.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information excludes information that (a) is or becomes publicly known through no breach of this Agreement, (b) was rightfully known by the receiving party prior to disclosure, (c) is rightfully received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) limit access to those employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination or upon request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, except as required by applicable law or to the extent retained in archival backups.

Breach of this Confidentiality section would cause irreparable harm for which monetary damages may be inadequate. Accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Client shall receive a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. The parties shall negotiate in good faith separate terms for any assignment of intellectual property rights beyond the license granted herein.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or its willful misconduct. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and aggregated direct liability shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding 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 law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and the parties submit to the exclusive jurisdiction of such courts.

Entire Agreement

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous oral or written agreements, representations, and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be given in writing to the addresses set forth below and shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor by merger or sale of substantially all assets.

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