Business Binding Documents

BUSINESS BINDING DOCUMENTS

This Business Binding Documents Agreement (the Agreement) is entered into by the parties identified below and is effective as of the Effective Date stated herein.

Client Name:    Client Address:

Contractor Name:    Contractor Address:

RECITALS

WHEREAS, Client wishes to obtain certain business services and deliverables from Contractor as more fully described in this Agreement; and

WHEREAS, Contractor represents that it has the necessary qualifications, personnel, and experience to perform the services described in this Agreement and agrees to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms governing their relationship, including scope, compensation, confidentiality, and dispute resolution.

SCOPE OF WORK

Contractor shall perform the services in a professional and workmanlike manner consistent with industry standards and shall deliver the deliverables by the milestones and dates set forth in the Scope of Work. Any change to the Scope of Work shall require prior written agreement and, if applicable, an agreed adjustment to Fees and Schedule.

PAYMENT TERMS

All payments are due within the time specified in the Payment Schedule. Unpaid amounts incur the Late Payment Fee set forth above and any collection costs, including reasonable attorneys' fees. Unless otherwise agreed in writing, amounts due hereunder are exclusive of taxes; the paying party shall pay all applicable sales, use, value-added and similar taxes.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above following written notice. Either party may also terminate for insolvency, bankruptcy, or appointment of a receiver. Termination does not relieve either party of obligations accrued prior to termination, including payment for services performed.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical, financial and other information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually, or in writing. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use such information solely to perform its obligations under this Agreement, and (iii) not disclose such information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as such information meets the legal definition of a trade secret.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Contractor grants Client a nonexclusive, perpetual, worldwide license to use deliverables created specifically under this Agreement for Client's internal business purposes. Contractor retains ownership of pre-existing materials, tools, know-how, and general skills. Any third-party software or materials incorporated into deliverables will be identified and licensed consistent with their original terms.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligence. Except for liability arising from willful misconduct or a breach of the confidentiality or intellectual property provisions, neither party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the total fees paid by Client to Contractor under this Agreement in the prior twelve (12) months.

GOVERNING LAW

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed effective upon personal delivery, one (1) business day after deposit with an overnight carrier, or three (3) business days after mailing by certified mail.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

MISCELLANEOUS

No waiver of any breach shall be effective unless in writing and signed by the waiving party. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a successor in interest in connection with a merger, sale of substantially all assets, or similar change of control.

AUTHORIZED REPRESENTATIVES

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