Business Agreement PAQ

BUSINESS AGREEMENT PAQ

Parties

This Business Agreement PAQ (the "Agreement") is entered into by and between the parties identified below.

Recitals

WHEREAS, Service Provider is duly organized and engaged in the business of providing professional services and expertise as described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the scope of work set forth herein and Service Provider agrees to perform such work under the terms and conditions of this Agreement; and

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

Scope of Work

Service Provider shall provide the services, deliverables, and performance obligations described below. The description constitutes the complete scope of work for which Service Provider will be compensated under this Agreement.

Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay Service Provider the amounts and according to the schedule set forth below. All fees are exclusive of applicable taxes and expenses unless otherwise stated.

Invoices shall be submitted to Client and shall be due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue a late fee equal to % per month (or the maximum allowed by law), subject to a minimum late fee of .

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to effective termination.

This Agreement shall auto-renew for successive terms unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Agreement ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical data, financial information, customer lists, pricing, trade secrets, and any material marked or identified as confidential.

The Receiving Party shall not disclose, publish or disseminate Confidential Information to any third party and shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations herein shall not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and the disclosure is limited to the extent legally required.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy all materials embodying Confidential Information and certify in writing that it has done so, except that one copy may be retained solely for compliance and archival purposes subject to the confidentiality obligations herein.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains all right, title and interest in and to its pre-existing materials, tools, methodologies and intellectual property. Any custom work product created specifically under this Agreement will be owned as set forth in any attached statement of work; absent such provision, ownership of bespoke source materials shall be transferred to Client upon full payment.

Representations; Warranties; Liability

Each party represents that it has full right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CLIENT'S SOLE REMEDY FOR BREACH OF THE WARRANTY SHALL BE RE-PERFORMANCE OF SERVICES OR, IF SERVICE PROVIDER CANNOT SUBSTANTIALLY CORRECT THE BREACH, RETURN OF FEES PAID FOR THE NON-CONFORMING SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any attached statements of work and exhibits, 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 written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Assignment

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations hereunder.

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 designate by written notice. Notices shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight carrier, or three (3) business days after mailing by certified mail, return receipt requested.

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