Business BioHeaven Document

Business BioHeaven Document

Parties and Effective Date

This Business Agreement (the "Agreement") is entered into between:

Service Provider Name:

Client Name:

Effective Date:

Recitals

WHEREAS, Service Provider operates a professional business biography and brand-development service under the name Business BioHeaven and has expertise in creating, revising and publishing executive and corporate bios, profiles and related marketing content; and

WHEREAS, Client desires to engage Service Provider to prepare and deliver business biography services as described in this Agreement, and Service Provider is willing to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to govern the rights and responsibilities of each party with respect to the services and deliverables.

Scope of Work

Deliverables shall include written biography drafts, up to two revision rounds unless otherwise agreed, and final deliverable files in the formats specified in the Scope of Work above. Additional revisions are billable at the hourly rate set forth in Payment Terms.

Payment Terms

Client shall pay the Total Fee according to the Payment Schedule above. Unless otherwise specified, amounts are due within thirty (30) days of invoice. Service Provider may suspend work for overdue payments following written notice.

All fees are exclusive of taxes. Client is responsible for any sales, use, value-added or other taxes imposed by any authority, except for taxes on Service Provider's net income.

Term and Termination

Term Start Date:

Term End Date (if any): — or automatically renews for successive one (1) month periods unless either party provides written notice as set forth below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above following written notice. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated 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 Confidential Information includes drafts, client materials, unpublished biographies, and business strategies.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except as necessary to perform the Agreement and subject to obligations of confidentiality no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to permit a protective order or other remedy.

Mutual confidentiality obligations apply

Confidentiality obligations apply to Service Provider only (for Client materials)

Intellectual Property and Use of Deliverables

Subject to Client's payment in full, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the final deliverable biographies for Client's business purposes. Service Provider retains the right to use anonymized samples for portfolio and marketing purposes unless Client expressly purchases exclusive rights as set forth in a separate written addendum.

Indemnification and Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligence. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability shall exceed the total fees paid by Client under this Agreement.

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any attached exhibits or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be delivered in writing to the addresses provided by the parties. Assignment of this Agreement is prohibited without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

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