Business Agreement OCEANO AZUL

Business Agreement OCEANO AZUL

This Business Agreement OCEANO AZUL (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: . Collectively, the parties are referred to as the "Parties" and individually as a "Party."

Recitals

WHEREAS, Party A represents that it possesses the experience, capacity and licenses necessary to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform certain services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Scope of Work

Party A shall perform the services and deliverables described below in a professional manner consistent with industry standards. The specific tasks, deliverables, schedule and acceptance criteria shall be as set forth:

2. Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A the fees set forth below according to the schedule and invoicing terms.

All payments are due within the period specified in the invoice. Party B shall pay undisputed amounts by the due date. Disputed amounts must be notified in writing within ten (10) days of receipt of the invoice; the Parties shall negotiate in good faith to resolve any dispute. Late payments shall accrue interest as set forth above and Party A may suspend performance for overdue amounts thirty (30) days after written notice of nonpayment.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to termination. Sections concerning Payment, Confidentiality, Indemnification and Governing Law shall survive termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other, whether written, oral or electronic, that is designated 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 available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known without restriction prior to disclosure by the disclosing Party; or (d) is independently developed without use of the Confidential Information.

Each receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and are bound by confidentiality obligations no less protective than those herein.

5. Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct or breach of its representations and warranties under this Agreement. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, in no event shall either Party be liable for incidental, consequential, special or punitive damages, and aggregate liability shall be limited to the amounts actually paid under this Agreement in the twelve (12) months preceding the claim.

6. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or by email with receipt confirmation when provided in addition to physical delivery.

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

9. Miscellaneous

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to a successor by merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The Parties acknowledge that they have had the opportunity to obtain legal counsel prior to executing this Agreement.

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