Business Confluent Document

BUSINESS CONFLUENT DOCUMENT

Parties

Recitals

WHEREAS, Client Name: seeks to engage Provider Name: to collaborate on a joint business initiative described herein;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services and Client will compensate Provider to achieve the mutually agreed objectives for the Project Name: ; and

WHEREAS, the parties intend that this Business Confluent Document create binding obligations, allocate risks, and protect confidential and proprietary information exchanged in furtherance of the collaboration.

Scope of Work

Provider shall perform the services and deliverables described below. The parties acknowledge that all deliverables shall conform to professional standards applicable to similar services.

Payment Terms

Client agrees to pay Provider the compensation set forth below in exchange for satisfactory performance of the Scope of Work.

Invoices shall be submitted to Client at the Client Address provided above and are payable within days of invoice. Late payments shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client agrees to reimburse Provider for reasonable collection costs, including attorneys' fees, if payment is not made when due.

Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until the End Date unless earlier terminated as provided herein.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within days after written notice of 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

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. The Receiving Party shall limit disclosure to its employees, agents and contractors with a need to know and shall use the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

The obligations under this clause do not apply to information that: (a) is or becomes public without breach; (b) was known prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed without use of the Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party and certify such return or destruction in writing.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Provider retains ownership of any pre-existing intellectual property and tools used to perform the services. Upon full payment of fees due, Provider grants Client a non-exclusive, non-transferable license to use the deliverables solely for Client's internal business purposes. Any transfer or license beyond that scope requires a separate written agreement.

Representations; Independent Contractor; Indemnity

Each party represents that it has the full right and authority to enter into this Agreement. Provider shall perform services as an independent contractor and not as an employee, partner, or agent of Client. Each party shall indemnify and hold harmless the other from third-party claims arising from its negligent acts or omissions or breach of this Agreement, subject to applicable limitations of liability.

Governing Law; Dispute Resolution

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 to attempt in good faith to resolve disputes promptly through negotiation between executives. If unsuccessful, disputes shall be resolved by binding arbitration in the governing state, unless otherwise mutually agreed in writing.

Entire Agreement

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

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision is held invalid, the remaining provisions shall continue in full force. Headings are for convenience only and shall not affect interpretation.

Additional Administrative Information

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