Business Contract Final

BUSINESS CONTRACT FINAL

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

Parties

Recitals

WHEREAS, Party A desires to engage Party B to provide certain services and deliverables as set forth in this Agreement; and

WHEREAS, Party B possesses the skill, experience, and resources necessary to perform the services described herein and is willing to perform such services under the terms and conditions of this Agreement; and

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

Scope of Work

Party B shall perform the services set forth above in a professional and workmanlike manner consistent with industry standards. Deliverables shall be deemed accepted by Party A upon written acceptance or, if no written acceptance is provided within days following delivery, unless Party A provides a written list of material deficiencies. Any testing, revisions, or acceptance criteria must be set forth in the Scope of Work above.

Payment Terms

All invoices shall be due and payable within days of receipt unless otherwise set forth in the Payment Schedule. Payments shall be made in United States dollars by the method specified on the invoice. Late payments shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition to interest, Party B may suspend performance for amounts overdue more than days, after providing written notice.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Party B shall deliver any completed work and invoice Party A for services performed through the effective date of termination. Party A shall pay for all undisputed fees and documented reimbursable expenses incurred prior to termination.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary, or business information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Obligations: The Receiving Party shall (i) use the Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Duration: The Receiving Party's obligations with respect to Confidential Information shall continue for from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence or willful misconduct, each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid by Party A to Party B under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and 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 conflicts of law principles.

Dispute Resolution: The parties shall first attempt to resolve any dispute arising under this Agreement through good faith negotiation. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts of the state identified above.

Miscellaneous

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

Amendments: No amendment or modification of this Agreement shall be effective unless made in writing and signed by both parties.

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 remain in full force and effect.

Entire Agreement

This Agreement, including any exhibits or 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, understandings, negotiations, and discussions, whether oral or written.

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

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