Business Contract Disclosures

BUSINESS CONTRACT DISCLOSURES

This Business Contract Disclosures agreement (the Agreement) is entered into between the parties identified below.

Parties and Contact Information

Client Entity Type: Individual Corporation LLC Other

Contractor Entity Type: Individual Corporation LLC Other

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain business services and Contractor represents that it has the qualifications, experience, and ability to perform such services; and

WHEREAS, the parties wish to disclose material contract terms, payment arrangements, potential conflicts, and other information required for informed consent and regulatory compliance; and

WHEREAS, the parties intend for the disclosures contained herein to accompany and form an integral part of the controlling agreement for the supply of services described below.

SCOPE OF WORK

Description of Services (detailed): Provide a complete description of the services, deliverables, specifications, and any milestones. Include acceptance criteria and performance standards.

PAYMENT TERMS AND DISCLOSURES

Total Contract Amount: $

Payment Schedule:

Payment Due: Invoices are due within days of invoice receipt. Late payments shall incur interest at the rate of on the outstanding balance, and Client shall be responsible for all costs of collection, including reasonable attorneys' fees.

Payment Methods Accepted: Check ACH/Bank Transfer Credit Card Other

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may occur immediately upon written notice if a material breach is not cured within days following receipt of notice specifying the breach.

On termination, Contractor shall be paid for all services performed and reimbursable expenses incurred through the effective date of termination, subject to any offsets for breach or damages.

CONFIDENTIALITY AND DATA HANDLING

For purposes of this Agreement, Confidential Information means non-public information disclosed by either party, whether oral, written, electronic or otherwise, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes publicly known through no breach of this Agreement, (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party, or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to those of its employees and representatives with a need to know, and (iii) exercise at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Breach of confidentiality shall entitle the disclosing party to injunctive relief in addition to any other remedies at law or equity.

Yes No

ADDITIONAL CONTRACT DISCLOSURES

Will Contractor engage subcontractors or affiliates to perform any portion of the work? Yes No

Contractor represents that to the best of its knowledge no material conflicts of interest exist related to the services to be provided. No known conflicts Conflict exists

WARRANTIES, INDEMNIFICATION, AND REMEDIES

Contractor warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. Except as expressly set forth, all other warranties are disclaimed to the extent permitted by law.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, damages, and liabilities arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to any limitations of liability stated herein.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties agree that disputes shall first be attempted to be resolved through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing law state unless the parties mutually agree otherwise.

ENTIRE AGREEMENT; SEVERABILITY

Entire Agreement: This Disclosure document, together with any contemporaneous Master Services Agreement, Statement of Work, and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace such invalid or unenforceable provision with a valid provision that achieves, to the maximum extent possible, the original intent of the parties.

ACKNOWLEDGMENTS

The undersigned representatives certify that they are authorized to bind their respective parties, have read and understand the disclosures contained in this document, and that all material disclosures required by applicable law and industry practice have been made.

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