Business Agreement Hector

BUSINESS AGREEMENT — HECTOR

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services, including but not limited to consulting, development, and advisory services, and represents it has the qualifications, experience and ability to perform such services;

WHEREAS, Client desires to retain Service Provider to perform certain services described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement memorialize their understanding with respect to the scope, payment terms, confidentiality obligations and other contractual provisions applicable to the engagement.

1. SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with customary industry standards. Any change to the Scope of Work that materially alters cost or schedule shall be documented in a written change order signed by both parties.

2. PAYMENT TERMS

All undisputed invoices are due and payable within days of the invoice date. Overdue amounts shall accrue interest at the rate of per month (or the maximum permitted by law, if lower). Client shall be responsible for reasonable collection costs, including attorneys' fees, for collection of delinquent amounts.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until 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 this Agreement immediately for material breach that remains uncured for days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public, proprietary or confidential information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (a) was in the public domain at the time of disclosure; (b) becomes part of the public domain through no fault of Recipient; (c) was lawfully in Recipient's possession prior to disclosure; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information. If Recipient is required by law to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and cooperate to seek protective measures.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all rights, title and interest in and to any pre-existing intellectual property and tools used in connection with the services. Upon full payment of amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables produced specifically for Client under this Agreement solely for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to the third party's license terms.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. 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 the resolution of disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any written change orders or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

9. NOTICES

Notices shall be in writing and delivered to the contact information provided above, and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier.

10. MISCELLANEOUS

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

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