Business Contract BCIA

BUSINESS CONTRACT BCIA

This Business Contract BCIA (the "Agreement") is entered into as of by and between:

Client Name:    Address:

Contractor Name:    Address:

WHEREAS

WHEREAS, Client conducts business in the field of commercial operations and requires services as described herein; and

WHEREAS, Contractor represents that it has the professional skill, experience, and resources necessary to perform the services set forth in this Agreement and desires to provide such services to Client under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Contractor shall perform the services described above (the "Services") in accordance with the schedule and deliverables mutually agreed upon in writing by the parties. Contractor shall use commercially reasonable efforts to meet any milestones or delivery dates set forth in the Scope of Work.

2. Payment Terms

All amounts due under this Agreement are exclusive of taxes. Client shall pay invoiced amounts within days of receipt of Contractor's invoice, unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in the provision of Services.

3. Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party not less than days. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Contractor for Services performed and authorized expenses incurred through the effective date of termination.

4. Confidentiality

Each party may disclose Confidential Information to the other in connection with the performance of this Agreement. "Confidential Information" means non-public information that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) 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 set forth herein.

The obligations in this Section shall survive termination of this Agreement for a period of unless statutory law requires a different period.

5. Intellectual Property

Unless otherwise agreed in writing, Contractor grants to Client a perpetual, irrevocable, non-exclusive, worldwide license to use deliverables created specifically for Client under this Agreement. Contractor retains ownership of pre-existing materials, tools, software, and methodologies used in the performance of Services. If the parties intend an assignment of intellectual property rights, such assignment must be set forth in writing and signed by both parties.

6. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for damages arising out of or related to this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. Miscellaneous

Assignment: 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, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

8. 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.

9. Entire Agreement

This Agreement, including any attachments and written statements of work executed by the parties, 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 oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed to have the same force and effect as original signatures.

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