Business Contract Document

BUSINESS CONTRACT AGREEMENT

Parties

Recitals

WHEREAS, Service Provider represents that it is duly organized, qualified and experienced to perform the services described in this Agreement and holds all necessary licenses, permits and authorizations to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform certain services under the terms and conditions set forth herein, and Service Provider is willing to provide such services; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows. Effective Date:

Scope of Work

Service Provider shall perform the services, deliverables and milestones described below in a professional and workmanlike manner. The parties acknowledge that time is of the essence where stated and that Service Provider will provide personnel, equipment and materials necessary to perform the Scope of Work.

Payment Terms

Compensation. Client shall pay Service Provider the total amount of $ (the "Contract Price") for the services described herein, subject to adjustments set forth in this Agreement.

Invoicing. Service Provider shall submit invoices showing work performed and any approved expenses. Client shall pay undisputed invoices within days of receipt. Disputes as to billed items must be made in writing within the payment period.

Late Payments. Past due amounts shall accrue interest at a rate of % per month or the maximum permitted by law, whichever is lower. In addition, Client shall pay reasonable collection costs, including attorneys' fees, for amounts not timely paid.

Expenses and Taxes. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance. All fees are exclusive of taxes; Client is responsible for sales, use and similar taxes unless Service Provider provides a valid exemption certificate.

Term and Termination

Term. This Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until .

Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days in advance.

Termination for Cause. Either party may terminate immediately upon material breach by the other party that remains uncured for a period of 15 days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and approved expenses through the effective date of termination.

Confidentiality

Definition. "Confidential Information" means non‑public information disclosed by one party to the other in connection with this Agreement, whether written, oral or electronic, that is designated confidential or that reasonably should be understood to be confidential.

Obligation. Each receiving 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 for its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Exclusions. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is independently developed by the receiving party, or (iv) is required to be disclosed by law or court order provided the receiving party gives prompt notice to the disclosing party where permissible.

Indemnification and Liability

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

Limitation of Liability. Except for liabilities arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

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.

Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising under this Agreement promptly by negotiation. If unresolved within 30 days, the dispute may be submitted to mediation prior to pursuing any other remedies.

Miscellaneous

Entire Agreement. This Agreement, including any attachments and approved statements of work, 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.

Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Amendments. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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