Business Completed Document

Business Completed Document

Parties and Recitals

This Business Completed Document (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Company Name:     Company Address:

Client Name:     Client Address:

WHEREAS, Company provides specialized business services and has agreed to perform and complete certain services for Client in accordance with the terms set forth herein;

WHEREAS, Client desires to engage Company to complete the work described below and Company is willing to perform such work under the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full scope, compensation, schedule, and protections for confidential information exchanged in connection with the work.

Scope of Work

Payment Terms

Total Contract Amount:

Invoices shall be issued in accordance with the Payment Schedule and are due within days of invoice receipt. Past-due payments shall accrue a late fee of on the outstanding balance, plus any costs of collection, including attorneys' fees.

All payments shall be made to the Company at the address set forth above unless otherwise agreed in writing. Taxes, if applicable, are the responsibility of the party required by law to pay such taxes.

Term and Termination

Effective Date:     Termination Date:

This Agreement shall commence on the Effective Date and continue until the Termination Date unless earlier terminated as provided below. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days following written notice of the breach.

Upon termination, Client shall pay Company for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public technical, business, financial, or other information disclosed by a Disclosing Party to a Receiving Party, whether disclosed orally, visually, or in writing. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as evidenced by records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section shall survive termination or expiration of this Agreement for a period of unless a longer statutory period applies.

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. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of any dispute arising under this Agreement.

Representations; Authority

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing this Agreement on its behalf is duly authorized to bind such party.

Entire Agreement

This Agreement, including any attachments or exhibits specifically incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by both parties.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of its representations, gross negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND DAMAGES ARISING FROM WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

Notices shall be in writing and delivered by hand, certified mail, or recognized courier to the contact details provided above and shall be effective upon receipt.

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