Business ARK Format

Business ARK Format

Parties

This Business ARK Format (the "Agreement") is entered into as of Effective Date:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client requires certain business services and deliverables as further described below; and

WHEREAS, Service Provider has represented that it has the necessary expertise, personnel, and resources to provide such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations concerning the engagement in this Agreement.

Scope of Work

Service Provider will perform the services and produce the deliverables described below. The description must include key tasks, milestones, and acceptance criteria.

Payment Terms

Client shall pay Service Provider for the services described in Scope of Work as follows.

Invoices will be submitted in accordance with the Payment Schedule and are due within days of receipt unless otherwise agreed in writing.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing Written Notice to the other party at least days prior to termination. Termination for material breach is permitted where the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") will keep confidential all Confidential Information disclosed by the other party (the "Disclosing Party") and will not use such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, technical data, trade secrets, pricing, and customer lists but does not include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Each party will restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to work product created specifically for Client under this Agreement, subject to Client's payment in full. Service Provider retains ownership of its pre-existing materials and tools and grants Client a limited license to any pre-existing materials incorporated in deliverables solely to the extent necessary for Client's use of the deliverables. Each party represents that it has the right to grant the rights granted herein and that the deliverables will not infringe third-party intellectual property rights.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event will either party be liable to the other for consequential, incidental, punitive, or special damages, and the aggregate liability of either party arising from or related to this Agreement will not exceed the fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No modification, amendment, or waiver will be effective unless in writing and signed by an authorized representative of each party.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth above by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier and will be deemed given upon receipt.

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