Business Agreement Malamog-Jaela

BUSINESS AGREEMENT MALAMOG-JAELA

Parties

Party A Name:

Party B Name:

Recitals

WHEREAS, Party A is engaged in the business of providing goods and services as described herein and possesses the personnel and resources to perform the services contemplated by this Agreement; and

WHEREAS, Party B desires to engage Party A to perform certain business services on the terms and conditions set forth in this Agreement, and Party A agrees to perform such services for Party B under those terms; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the parties agree as follows.

Scope of Work

Deliverables, acceptance criteria, milestones, and any specific performance standards shall be set forth in writing and attached as an exhibit or specified in the Description of Services above. Any changes to the Scope of Work shall be made only by written amendment signed by authorized representatives of both parties.

Payment Terms

Upon execution (deposit)
By milestone (specify below)
Monthly installments

Party A shall submit invoices to Party B. Payment is due within days of receipt of invoice unless otherwise agreed in writing. Payment method:

Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Party A may suspend performance if undisputed invoices remain unpaid for more than days following written notice.

Term and Termination

This Agreement commences on the Start Date: Month Day Year and continues until the End Date: Month Day Year , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 15 days after written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is identified as confidential or would reasonably be understood to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform its obligations under this Agreement; and (c) not disclose it to any third party except to employees, contractors, or advisors who need access to perform the Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations shall not apply to information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided the receiving party promptly notifies the disclosing party and cooperates to seek protective measures.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims, liabilities, damages, and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for a party's indemnification obligations or breach of confidentiality, neither party shall be liable for consequential, special, or punitive damages.

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 the governing state for resolution of disputes.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets, provided such successor assumes obligations under this Agreement.

Independent Contractor: The parties acknowledge that Party A is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, or joint venture relationship.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, together with any attachments or written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Notices

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