Business Commercial Package

Business Commercial Package

Parties and Effective Date

This Business Commercial Package Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

Recitals

WHEREAS, Client engages in commercial business activities and requires certain commercial goods and/or services for its operations; and

WHEREAS, Service Provider is duly qualified and experienced to provide the commercial goods and/or services set forth in this Agreement and warrants it has the personnel, expertise and capacity to perform; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such goods and services to Client.

Scope of Work

Service Provider shall perform and deliver the commercial goods and/or services described below in accordance with the terms of this Agreement. The Scope of Work shall include the deliverables, milestones and any acceptance criteria agreed by the parties.

Payment Terms

In consideration for the performance of the services identified in the Scope of Work, Client shall pay Service Provider as set forth below. All amounts are stated in United States dollars unless otherwise indicated.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule and are due and payable within days of receipt. Late payments shall incur a late fee of on the unpaid balance, and Client shall be responsible for any collection costs reasonably incurred by Service Provider.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, by its nature, reasonably should be understood to be confidential. Receiving Party shall (i) use Confidential Information solely for the purposes of performing under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, affiliates, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that (a) is or becomes public through no breach by Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or valid legal process, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in any lawful effort to limit disclosure or obtain confidential treatment.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet the statutory definition of a trade secret.

Warranties; Indemnification

Service Provider represents and warrants that it has the authority to enter into this Agreement and that the Services will be provided in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party providing prompt written notice of the claim and cooperating in the defense.

Insurance

Service Provider shall maintain, at its own expense, commercially reasonable insurance coverage appropriate to the scope of services, including general liability and, if applicable, professional liability insurance. Upon request, Service Provider shall provide certificates or other evidence of insurance to Client.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any disputes arising from this Agreement shall be resolved in the state or federal courts located within that State, and the parties hereby submit to the exclusive jurisdiction of such courts.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Assignment; Subcontracting

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. Service Provider may subcontract portions of the Services provided it remains responsible for the performance of such subcontractors under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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 either party may designate by notice to the other. Notices shall be deemed given when delivered personally, by reputable overnight courier, or three (3) days after being deposited in the United States mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

Attachments and Exhibits

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