Business Atlas Documents

BUSINESS ATLAS DOCUMENTS AGREEMENT

Parties

Recitals

WHEREAS, Service Provider has developed and maintains a set of business documentation, data compilations, and reference materials collectively referred to as Business Atlas Documents and possesses the expertise and resources necessary to prepare, deliver, and support such materials; and

WHEREAS, Client desires to engage Service Provider to produce and deliver specified Business Atlas Documents under the terms set forth in this Agreement and Service Provider agrees to perform such services in accordance with the terms and conditions below; and

WHEREAS, the parties desire to set forth their entire agreement regarding the scope, payment, confidentiality, and governance of the relationship.

Scope of Work

Service Provider shall perform the services and deliverables described below. Deliverables shall include prepared documents, compilations, templates, supporting data, and any agreed annotations or metadata necessary for Client to use the Business Atlas Documents in its business operations.

Payment Terms

Client shall pay Service Provider for the services described above in accordance with the amounts, schedule, and invoicing procedures set forth below.

Late payments shall accrue interest and fees as set forth below.

Term and Termination

This Agreement commences on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this Agreement.

Effective Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period set forth above. Client may terminate for convenience upon providing the notice period and payment of all fees for work performed through the effective date of termination.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with the Agreement including, without limitation, business plans, client lists, data compilations, technical materials, and pricing. Confidential Information does not include information that: (a) is or becomes generally known to the public other than as a result of disclosure by the receiving party; (b) was lawfully known by the receiving party prior to disclosure; or (c) is independently developed without reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) limit disclosure to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable steps to protect the Confidential Information from unauthorized use or disclosure.

Intellectual Property and Licenses

Service Provider retains all right, title, and interest in and to pre-existing intellectual property and materials developed outside of this Agreement. Upon full payment of amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use the delivered Business Atlas Documents internally for Client's business purposes. Any redistribution, resale, sublicensing, or public dissemination of the Business Atlas Documents is prohibited without the express written consent of Service Provider.

Representations, Warranties, and Indemnification

Each party represents that it has full authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTY. Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below, without regard to conflict of law principles.

Entire Agreement

This Agreement, including any exhibits and attachments signed 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, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party designates by written notice delivered in accordance with this Section.

Additional Provisions

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