Business Consumer Contract

BUSINESS CONSUMER CONTRACT

Parties

Client Name:

Business Name:

Recitals

WHEREAS, Business represents that it is duly authorized and qualified to provide the goods and/or services described in this Agreement and possesses the requisite experience, personnel and resources to perform the work; and

WHEREAS, Client desires to retain Business to provide such goods and/or services subject to the terms, conditions and payment obligations set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Additional deliverables, milestones and acceptance criteria shall be set forth in writing in an addendum or statement of work executed by both parties prior to commencement of those deliverables.

Payment Terms

Invoices are due within days of invoice date. Late payments shall incur interest at the rate of (or the maximum rate permitted by law), plus any collection costs and reasonable attorneys' fees incurred by Business.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Business for all work performed and non-cancelable obligations incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, including pricing, technical data, business plans and customer information. Each party agrees to: (a) maintain the confidentiality of Confidential Information; (b) not disclose Confidential Information to third parties except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party to seek protective relief).

The obligations in this section shall survive termination of this Agreement for a period of years.

Consumer Cancellation

If applicable under governing law for consumer transactions, Client has the right to cancel purchases of goods or services within days of the date of this Agreement. To exercise the right of cancellation, Client must deliver written notice to Business at the address provided above within the stated period.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Business warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, BUSINESS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The total liability of Business for claims arising under this Agreement shall not exceed the total amounts paid by Client to Business under this Agreement during the twelve (12) month period preceding the claim.

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 rules. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the selected jurisdiction, and each party irrevocably consents to personal jurisdiction and venue therein.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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 Business may assign to a successor in interest in connection with a merger or sale of substantially all its assets. Notices shall be given in writing to the addresses set forth above.

Contract Details

Goods Services Other (specify below)

Acknowledgment

By signing below, the undersigned representatives certify that they have the authority to enter into this Agreement on behalf of the respective parties, that they have read and understand the terms and conditions set forth herein, and that they accept and agree to be bound by those terms.

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