Business AOI Document

Business AOI Document

This Business AOI Document (the "Agreement") is entered into as of by and between (hereinafter "Party A") and (hereinafter "Party B").

WHEREAS

WHEREAS, Party A is duly organized and authorized to conduct its business and has represented that it possesses the expertise, personnel, and resources necessary to undertake the services described in this Agreement;

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth herein, and Party A agrees to provide the services on those terms; and

WHEREAS, the parties intend for this document to memorialize the scope, payment, confidentiality, and governing law provisions applicable to their relationship.

Scope of Work

Payment Terms

Invoices are due in accordance with the Payment Schedule. Unpaid amounts shall accrue interest at a rate of on the outstanding balance, plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, or electronic, that the disclosing party designates as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence and take at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure as demonstrated by written records; (iii) is received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or by a governmental or judicial order, provided that the receiving party gives the disclosing party prompt written notice and cooperates in any lawful effort by the disclosing party to limit disclosure.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement or law applicable to such party.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct. Except for a party's indemnification obligations or damages resulting from a party's gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, special, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this Agreement.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between them. Notices required under this Agreement shall be in writing and delivered to the addresses provided below.

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