Business Contract Agreement

BUSINESS CONTRACT AGREEMENT

This Business Contract Agreement ("Agreement") is entered into as of , (the "Effective Date"), by and between , a organized under the laws of with principal place of business at (\"Party A\"), and , a organized under the laws of with principal place of business at (\"Party B\").

RECITALS

WHEREAS, Party A is engaged in the business of providing certain products and/or services and has expertise, personnel and resources necessary to perform such services; and

WHEREAS, Party B desires to engage Party A to provide the services described herein, and Party A is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their rights and obligations with respect to the services, compensation, confidentiality and related matters.

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

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written, graphic or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, business plans, customer lists, pricing, technical data, prototypes, designs and software.

1.2 "Deliverables" means tangible work product, reports, materials and other outputs to be delivered by Party A to Party B pursuant to this Agreement, as described in Section 2.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the services described below (the "Services") and shall deliver the Deliverables in accordance with any schedules agreed by the parties. Description of Services:

2.2 Performance Standards. Party A shall perform the Services in a professional and workmanlike manner consistent with prevailing industry standards and shall comply with all applicable laws and regulations.

3. TERM

This Agreement shall commence on the Effective Date and shall continue for a period of months unless earlier terminated in accordance with Section 11. The parties may extend the Term by written agreement.

4. COMPENSATION AND PAYMENT

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth below. Fees and pricing:

4.2 Invoicing and Payment Terms. Party A shall submit invoices in accordance with the schedule above. Unless otherwise agreed in writing, Party B shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES AND TAXES

5.1 Expenses. Unless otherwise agreed in writing, Party B shall reimburse Party A for pre-approved out-of-pocket expenses reasonably incurred in connection with the performance of the Services upon receipt of supporting documentation.

5.2 Taxes. Each party shall be responsible for its own taxes arising from the performance of this Agreement. If any taxes must be withheld by law, the withholding party shall provide the other party with appropriate documentation of such withholding.

6. CONFIDENTIALITY

6.1 Duty of Confidentiality. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement or to exercise its rights hereunder, (b) restrict disclosure of Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement, and (c) 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.

6.2 Exceptions. Confidential Information does not include information that (i) was or becomes generally available to the public without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party free to disclose; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in and to its pre-existing intellectual property and any materials developed outside the scope of this Agreement.

7.2 Assignment of Deliverables. Except for any pre-existing materials or third-party components identified in writing, upon full payment of all amounts due, Party A hereby assigns to Party B all right, title and interest in and to the Deliverables created specifically for Party B under this Agreement. Party A retains the right to use general knowledge, skills, ideas, and know-how acquired or developed during the performance of the Services, provided no Confidential Information or Deliverables are disclosed.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action; and (c) it will comply with all applicable laws in performing its obligations hereunder.

9. INDEMNIFICATION

9.1 By Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of or resulting from (a) Party A's gross negligence or willful misconduct in the performance of the Services, or (b) an actual claim that the Deliverables, as delivered by Party A, infringe a third party's intellectual property rights, provided Party B gives prompt written notice and cooperates in the defense.

9.2 By Party B. Party B shall indemnify, defend and hold harmless Party A from claims arising out of Party B's breach of this Agreement, misuse of the Deliverables, or Party B-provided materials that infringe third-party rights.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR IP INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERMINATION

11.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice.

11.2 Effect of Termination. Upon termination, Party A shall cease work, deliver to Party B all completed Deliverables and invoice Party B for Services performed through the effective date of termination. Termination shall not relieve either party of liabilities accruing prior to termination or obligations that by their nature survive termination.

12. INSURANCE

During the Term, each party shall maintain insurance coverage appropriate to its business and obligations under this Agreement. Upon request, a party shall provide certificates of insurance evidencing such coverage.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below (or to such other address as a party may specify by notice):

14. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by the party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

19. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

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