Business Agreement Northeast Ohio

BUSINESS AGREEMENT — NORTHEAST OHIO

This Business Agreement ("Agreement") is entered into as of by and between:

Client Name:    Client Type:

Service Provider Name:    Provider Type:

RECITALS

WHEREAS, Client operates a business in the Northeast Ohio region and desires to retain the Service Provider to perform certain services for Client in accordance with the terms of this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources to perform the services described in this Agreement and is willing to perform such services for Client pursuant to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described below in a professional manner consistent with industry standards:

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of USD for the services described in the Scope of Work, subject to the payment schedule below.

Invoicing: Service Provider shall submit invoices to Client and Client shall pay undisputed invoices within days of receipt. Invoices shall itemize services performed, personnel hours (if applicable), and reimbursable expenses.

Late Fee: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum lawful rate if less), calculated monthly from the date due until paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorney fees, for amounts not timely paid.

Taxes and Withholdings: Each party is responsible for its own taxes, employment contributions, and similar charges. Client shall not withhold payroll or employment taxes from payments to Service Provider unless required by law; in such event Client shall notify Service Provider and act only as required by law.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; provided that breaches of payment obligations may be cured within ten (10) days.

Survival: Provisions that by their nature survive termination or expiration of this Agreement (including Confidentiality, Payment, Indemnification, and Governing Law) shall remain in effect.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party 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, including business plans, financial information, customer lists, and technical data.

Obligations: The receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is (i) publicly available other than by breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed. If the receiving party is compelled by lawful process to disclose Confidential Information, it shall provide prompt notice to the disclosing party (to the extent permitted) and reasonably cooperate to limit disclosure or seek protective measures.

Duration: Confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets, which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

LIMITATION OF LIABILITY; INDEMNIFICATION

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of Confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, and each party's aggregate liability shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnification: Each party shall indemnify and hold harmless the other party and its officers, directors, employees, and agents from and against claims, liabilities, losses, and expenses (including reasonable attorney fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct; provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in County for resolution of disputes arising hereunder, subject to any applicable mandatory rules of jurisdiction.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes through negotiation between senior representatives. If negotiation fails, the parties may agree to mediation prior to filing suit. Nothing in this Section prevents a party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all employment-related obligations for its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may specify in writing). Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered.

Entire Agreement: This Agreement, including any exhibits and written attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by electronic means (including electronic signature platforms) shall be binding.

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