Business Agreement for Toung COR

BUSINESS AGREEMENT FOR TOUNG COR

This Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client engages Contractor to perform certain professional services and deliverables related to the business purposes described herein; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to provide the services set forth in this Agreement in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and other matters set forth below.

SCOPE OF WORK

Contractor shall perform the work and provide the deliverables described below. The Scope of Work below sets forth the core services, deliverables, and acceptance criteria; any material change in scope shall require a written amendment signed by both parties.

PAYMENT TERMS

In consideration of Contractor's performance of the Scope of Work, Client shall pay Contractor in accordance with the terms below. All fees are denominated in U.S. dollars unless otherwise agreed in writing.

Unless otherwise stated in the payment schedule, invoices are due and payable within days of invoice date. Overdue amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law. Client is responsible for all reasonable collection costs and attorney's fees incurred by Contractor in collecting past due amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after written notice of such breach. Either party may terminate for convenience upon providing days' prior written notice to the other party. Upon termination, Client will pay Contractor for all work performed and reasonable, documented costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of Recipient; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates to seek protective measures.

Recipient shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable degree of care); (ii) not disclose Confidential Information to third parties except to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (iii) use Confidential Information solely for the purpose of performing its obligations under this Agreement. These obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain confidential for as long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title, and interest in and to deliverables specifically created for Client under this Agreement (the Deliverables), subject to Client's payment in full. Contractor retains ownership of Contractor's pre-existing materials, tools, methodologies, and know-how used in performing the services, and grants Client a non-exclusive, perpetual license to use such pre-existing materials only as incorporated in the Deliverables.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR WILLFUL MISCONDUCT OR INDEMNITY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute cannot be resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits or attachments expressly incorporated by reference) sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor is responsible for all taxes, insurance, and benefits for its personnel. Notices required by this Agreement must be made in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice.

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