Business Attachments Document

Business Attachments Document

This Business Attachments Document ("Document") is entered into as of by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client and Provider are parties to a separate agreement governing certain business services and wish to set forth and organize the Attachments that describe deliverables, schedules, and supporting materials that form part of the parties' obligations; and

WHEREAS, the parties intend that the Attachments identified in this Document (collectively, "Attachments") be incorporated into and governed by the controlling agreement dated , and that this Document record the title, description, delivery requirements, and related administrative details for each Attachment.

Scope of Work

The parties agree that the Attachments described below establish the specific Scope of Work to be performed, delivered, or otherwise provided by Provider to Client. Each Attachment shall identify the deliverable, delivery format, acceptance criteria, and any dependencies on Client-provided materials.

Attachments

The following Attachments are identified and described. Each Attachment listed below shall be incorporated by reference into the controlling agreement and this Document once executed by both parties.

Included as a physical or electronic file    Page Count:

Included as a physical or electronic file    Page Count:

Payment Terms

Client shall compensate Provider for services and deliverables described in the Attachments in accordance with the terms below. All amounts are exclusive of applicable taxes unless otherwise stated.

Late Payment: Unpaid amounts shall bear interest at per month (or the highest rate permitted by law, if lower), calculated daily and compounded monthly, plus reasonable collection costs.

Accepted payment methods: Check Wire Transfer ACH

Term and Termination

This Document commences on Start Date: and, unless earlier terminated in accordance with its terms, continues until End Date: .

Either party may terminate this Document for convenience by providing written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in oral, written, or electronic form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, customer lists, technical data, designs, and trade secrets.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use it solely to perform its obligations under this Document, and (c) not disclose it to third parties except to employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations will not apply to information that is (i) already lawfully known by the Receiving Party, (ii) publicly available through no fault of the Receiving Party, (iii) independently developed without use of the Disclosing Party's Confidential Information, or (iv) required to be disclosed by law or valid order of a governmental authority, provided that the Receiving Party gives prompt notice to the Disclosing Party where permitted.

The confidentiality obligations shall continue for years following the date of disclosure, or for such longer period as necessary to protect trade secrets in accordance with applicable law.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that jurisdiction for disputes arising out of or in connection with this Document.

Entire Agreement

This Document, together with the Attachments identified herein and the controlling agreement referenced in the recitals, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter. Any amendment or modification of this Document must be in writing and signed by authorized representatives of both parties.

Administrative Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Document without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Document is held invalid or unenforceable, the remaining provisions will remain in full force and effect and will be interpreted so as to best effectuate the original intent of the parties.

Counterparts and Electronic Signatures: This Document may be executed in counterparts, each of which will be deemed an original and together constitute one instrument. Signatures transmitted electronically or by facsimile will have the same effect as original signatures.

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