Business Combined Agreement

BUSINESS COMBINED AGREEMENT

This Business Combined Agreement ("Agreement") is entered into as of by and between , a business organized at (hereinafter "Party A"), and , a business organized at (hereinafter "Party B").

RECITALS

WHEREAS, Party A is engaged in the business of providing business services and desires to retain Party B to perform certain services as described in this Agreement; and

WHEREAS, Party B represents that it has the experience, personnel, and capabilities to perform the services described below and is willing to provide such services to Party A upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Party B shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Party B shall provide all labor, materials, equipment, and supervision necessary to complete the services except as expressly set forth in the scope of work.

2. PAYMENT TERMS

Invoices shall be issued by Party B to Party A upon completion of the applicable milestone or on the schedule set forth above. Payment is due within days from the invoice date. All payments shall be made in lawful currency.

Any undisputed amount not paid within the time set forth above shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower) from the due date until paid. Party B may suspend performance if amounts due remain unpaid for more than days after written notice.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

Upon termination for any reason, Party B shall deliver to Party A all completed work and any work in progress for which Party A has paid; Party A shall pay Party B for all services performed and unreimbursed expenses incurred through the effective date of termination, subject to any setoffs authorized by this Agreement.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party 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, without limitation, technical data, customer lists, pricing, marketing plans, business strategies, and trade secrets.

The receiving party shall: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect it; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to disclosure as established by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, regulation, or valid court order, provided the party first gives the other party prompt written notice and reasonably cooperates to obtain confidential treatment or a protective order.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property conceived, developed or reduced to practice by Party B specifically for Party A pursuant to this Agreement shall be deemed "Work Product" and shall be the exclusive property of Party A upon full payment of all amounts due. Party B hereby assigns to Party A all right, title and interest in and to such Work Product. Party B retains ownership of its pre-existing tools, methodologies, and know-how.

6. WARRANTIES; LIMITATION OF LIABILITY

Party B warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

8. GOVERNING LAW

This Agreement 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 consent to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of any disputes arising out of or relating to this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder. The headings in this Agreement are for convenience only and shall not affect interpretation.

EXHIBITS & ATTACHMENTS

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