Business BOSCARD Breakdown

Business BOSCARD Breakdown

Parties and Project Identification

Effective Date:

Recitals

WHEREAS, Client Name: desires to engage Provider Name: to perform services described in this BOSCARD Breakdown; and

WHEREAS, Provider represents that it has the personnel, experience, and capability necessary to perform such services in accordance with the terms set forth in this document; and

WHEREAS, the parties wish to set forth the Background, Objectives, Scope, Constraints, Assumptions, Risks, and Deliverables for the project and to memorialize payment, term, confidentiality, and governing law provisions.

BOSCARD

Scope of Work

The Provider shall perform the work described below in accordance with the specifications and timelines agreed by the parties. The work shall include, but not be limited to, the tasks and milestones specified in the Deliverables section above.

Payment Terms

Payment Schedule (list milestones, amounts, and due dates):

Payments shall be made in accordance with the schedule above. Unless otherwise stated, amounts are payable in United States Dollars and exclude taxes, which are the responsibility of the party required by law to remit such taxes.

If any undisputed payment is not received within days after the due date, interest shall accrue at the lesser of (i) percent per month or (ii) dollars per late payment. Recovery of collection costs, including reasonable attorneys' fees, is permitted.

Term and Termination

The Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information received from the other party (the "Disclosing Party"), except as required by law or as necessary to perform its obligations under this Agreement. Confidential Information shall include, at a minimum, proprietary business information, pricing, trade secrets, technical data, and any materials marked confidential or that reasonably should be understood to be confidential.

The obligations of confidentiality shall survive termination of this Agreement for years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation and, if unresolved, submit to the exclusive jurisdiction of the courts in the chosen jurisdiction unless the parties agree in writing to alternative dispute resolution.

Entire Agreement

This document, together with any attachments and referenced BOSCARD elements, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement 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 its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving the original intent.

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