Business Agreement for Malachi

BUSINESS AGREEMENT FOR MALACHI

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

WHEREAS

WHEREAS, Service Provider operates a business providing professional services and solutions and has the experience and capability to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider shall perform as an independent contractor and not as an employee of Client, and both parties desire to set forth their respective rights and obligations in writing.

1. Parties and Contact Information

2. Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with commonly accepted industry standards. The parties may amend the scope by written change order signed by both parties.

3. Payment Terms

Client shall pay Service Provider for services performed at the rates and on the schedule set forth below. Unless otherwise stated, all amounts are stated in U.S. dollars.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee equal to % per month on outstanding balances, or the maximum permitted by law, whichever is less.

Client shall be responsible for any sales, use, value-added or other taxes assessed in connection with the services, excluding taxes on Service Provider's net income.

4. Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, and governing law shall survive termination.

5. Confidentiality

"Confidential Information" means non-public business, technical, financial, and other information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes public through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice and cooperates to seek protective measures.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses with its own confidential information, but not less than reasonable care.

Upon termination or upon written request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify in writing as to such return or destruction.

6. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains all rights, title and interest in pre-existing intellectual property and tools used in performing the services. Subject to Client's timely payment of all fees, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any third-party materials remain subject to their respective licenses.

7. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its material obligations under this Agreement. Neither party shall be liable for indirect, incidental, special, consequential or punitive damages, except in cases of willful misconduct or gross negligence. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

8. Independent Contractor; Assignment

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship between the parties. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

10. Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

11. Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth in Section 1 or to such other address as either party may designate by written notice. Notices are effective upon delivery when delivered by hand, overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

12. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. The parties acknowledge that this Agreement may be executed electronically and in counterparts, each of which shall be deemed an original.

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