Business Combined Document

BUSINESS COMBINED DOCUMENT

Parties

Recitals

WHEREAS, Party A possesses the skills, experience and resources necessary to provide the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Party A shall perform the following services for Party B. Services shall include, but are not limited to, the tasks described below. Party A will perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Fee: Party B shall pay Party A the total amount of USD for the services described above, subject to adjustments only as expressly set forth in writing.

Payment Schedule: Payments shall be made as follows:

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Party B shall also reimburse Party A for reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated as set forth herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve Party B of its obligation to pay for services performed and expenses incurred prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means 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, including business plans, customer lists, pricing, technical data, and trade secrets.

Obligation: Receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information only to perform its obligations under this Agreement. The obligations herein survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property; Work Product

Ownership: Unless otherwise agreed in writing, Party A retains ownership of its pre-existing intellectual property. Upon full payment, Party A assigns to Party B all right, title and interest in deliverables that are designated as "work for hire" and created specifically and exclusively for Party B under this Agreement. Party A retains a royalty-free, non-exclusive license to use general know-how and methodologies developed in the course of performance.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from claims arising out of the indemnifying party's gross negligence or willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights caused by the indemnifying party's deliverables.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, indemnification obligations, or infringement of intellectual property, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the fees paid by Party B to Party A in the twelve (12) months preceding the claim.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon delivery by hand, upon confirmed transmission by email, or three business days after deposit with a nationally recognized overnight courier.

Governing Law; Entire Agreement

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 law principles.

Entire Agreement: This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement is effective unless in a writing signed by both parties.

Miscellaneous

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 of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship between the parties.

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