Business ASA Document

BUSINESS ASA DOCUMENT

Parties

Client Name:

Corporation LLC Individual Other

Service Provider Name:

Corporation LLC Individual Other

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services and to assign to Client the deliverables and associated rights as described in this Agreement; and

WHEREAS, Service Provider has the experience and capability to perform such services and agrees to assign all Work Product (as defined below) to Client upon the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows effective as of .

Scope of Work

Service Provider shall provide the services and deliverables described below (collectively, the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner and in accordance with any schedules set forth below.

Payment Terms

Client agrees to pay Service Provider for the Services in accordance with the following terms.

Any amount not paid within days after the invoice due date shall accrue interest at , or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 30 days after written notice of breach; provided that material nonpayment may result in termination after 10 days' notice.

Confidentiality

"Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and agents who need access to perform obligations and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was in Receiving Party's possession prior to receipt from Disclosing Party; (iii) was rightfully received from a third party without restriction and without breach; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Assignment of Work Product and Intellectual Property

"Work Product" means all works, deliverables, inventions, designs, developments, discoveries, software (including source code and object code), documentation and other materials conceived, developed or delivered by Service Provider under this Agreement. Service Provider hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Work Product, including all intellectual property rights therein, upon payment in full of amounts due and subject to any third-party license obligations disclosed in writing prior to execution of this Agreement. To the extent any such rights cannot be assigned by operation of law, Service Provider grants Client a perpetual, irrevocable, worldwide, royalty-free, transferable license to exercise all such rights.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising from the indemnifying party's breach of this Agreement or gross negligence or willful misconduct. Except for liability arising from breach of confidentiality, willful misconduct, or infringement of third-party intellectual property rights, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction: , without regard to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Agreement.

This Agreement, including any exhibits and attachments executed by the parties, 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 shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or employment relationship.

Acknowledgment

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that execution and delivery of this Agreement and performance hereunder do not and will not violate any other agreement to which such party is bound.

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