Business Contract and Documents

BUSINESS CONTRACT AND DOCUMENTS

Parties

This Agreement is entered into effective as of (the Effective Date), by and between:

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Recitals

WHEREAS, Client engages Contractor to perform the services set forth herein and Contractor represents that it has the requisite experience, personnel, and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services and deliverables to Client, including payment, schedule, confidentiality, and dispute resolution; and

WHEREAS, the parties acknowledge that this Agreement constitutes a binding contract effective as of the Effective Date set forth above.

Scope of Work

Contractor shall provide the services and deliverables described below. Contractor will perform services in accordance with the timeline, specifications, and standards set forth in this Agreement and any attachments hereto.

Payment Terms

Client shall pay Contractor the total contract sum and invoices in accordance with the schedule and conditions set forth below. All amounts are stated in the lawful currency of the United States unless otherwise indicated.

Invoices shall be due within days of invoice receipt. Late payments shall accrue interest at the rate of percent per month on outstanding balances, or a late fee of (whichever is greater), plus any collection costs and reasonable attorneys' fees.

All payments are exclusive of sales, use, value-added, and other taxes, which shall be the responsibility of the party required by law to pay such taxes.

Term and Termination

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all work in progress and all materials, and Client shall pay Contractor for all work performed through the effective date of termination in accordance with the Payment Terms.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (Confidential Information). Confidential Information includes business plans, financial data, customer information, trade secrets, proprietary processes, and any non-public deliverables.

The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that (a) is or becomes public other than by breach of this Agreement; (b) was already known to the Receiving Party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Disclosure required by law or court order is permitted if the Receiving Party provides prompt written notice and cooperates to seek a protective order or other appropriate remedy.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for as long as such information qualifies as a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or related to this Agreement.

Representations; Indemnification; Insurance

Each party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor agrees to indemnify, defend and hold harmless Client from and against all claims, liabilities, losses, and expenses arising out of Contractor's negligent acts, omissions, or willful misconduct in performance of the Services. Contractor shall maintain insurance coverage customary for its industry and sufficient to cover its indemnity obligations.

Entire Agreement

This Agreement, including any exhibits and attachments 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, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by 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 either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Headings are for convenience only and do not affect interpretation.

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