Business Commercial Packet

BUSINESS COMMERCIAL PACKET

Parties and Recitals

Client Name:    Business Address:

Service Provider Name:    Business Address:

WHEREAS, Client is engaged in commercial activities and desires to retain the Provider to perform certain commercial services on the terms set forth in this packet; and

WHEREAS, Provider represents that it has the necessary experience, personnel, and resources to perform the services described herein and agrees to provide such services under the covenants and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants below, the parties agree as follows.

1. Scope of Work

Provider shall perform the services and deliverables described in the Scope of Work below. The Scope of Work shall identify the tasks, deliverables, milestones, and acceptance criteria.

2. Payment Terms

Client shall pay Provider for services performed in accordance with this packet. All payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices are due within the number of days specified in the Payment Schedule. Overdue amounts shall accrue interest at the stated Late Payment Fee rate, or the maximum lawful rate if lower. Client will also reimburse reasonable collection costs and attorney's fees for overdue amounts.

3. Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided below, continues until the End Date or until completion of the Scope of Work, whichever is later.

Either party may terminate this Agreement for material breach if the breach remains uncured for the notice period above following written notice. Termination does not relieve Client of payment obligations for services performed and accepted prior to termination; Provider shall deliver any completed work and an invoice for all outstanding fees.

4. Confidentiality

"Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

Receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations do not apply to information that: (i) is or becomes publicly available other than by 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 and cooperates with any protective measures.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider grants Client a worldwide, non-exclusive, royalty-free license to use deliverables produced under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing materials, tools, and methodologies. The parties shall execute assignments necessary to effectuate transfer of ownership in works intended as "work made for hire."

6. Indemnification and Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. Except for breaches of confidentiality, indemnification obligations, and gross negligence or willful misconduct, neither party's aggregate liability for direct damages shall exceed the total amounts paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

7. Insurance

Provider shall maintain commercially reasonable insurance coverages appropriate to the services performed, including general liability and professional liability where applicable, and shall provide certificates of insurance upon Client's request.

8. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, terrorism, government orders, strikes, or failures of suppliers. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate the effect of such events.

9. Notices

All notices required under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

10. Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

This Agreement, including all exhibits and the Scope of Work, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior discussions, negotiations, or agreements. Any modification must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous Provisions

If any provision of this Agreement is held 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 Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Acknowledgment

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the person signing below is authorized to bind the party.

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