Business Contract Framework

BUSINESS CONTRACT FRAMEWORK

Parties

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth in this Agreement and Service Provider represents that it has the qualifications, experience, and ability to perform such services in accordance with the terms herein;

WHEREAS, the parties intend by this Agreement to set forth the essential terms, duties, and obligations of their relationship, including scope of work, compensation, term and termination, confidentiality, and governing law.

Agreement Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties agree that any material change to the scope will be documented in a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider in consideration for the services performed according to the schedule below. All fees are due in U.S. dollars unless otherwise specified.

Invoices shall be submitted to Client and are payable within days of invoice date. Late payments shall incur interest at the rate of per month (or the maximum allowed by law, if less) on any unpaid balance.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes publicly known other than through a breach of this Agreement; (ii) is already known to the receiving party at the time of disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall: (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section shall continue for a period of years following termination of this Agreement.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables and work product created specifically for Client under this Agreement, subject to Client's payment of all fees due. Service Provider retains ownership of its pre-existing intellectual property and general skills, know-how, and methodologies, provided that no pre-existing materials containing Confidential Information of Service Provider will be delivered to Client without disclosure and license terms agreed in writing.

Representations and Warranties; Liability

Each party represents and warrants that it has authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

Assignment and Subcontracting

Neither party shall assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may subcontract portions of the work so long as Service Provider remains responsible for performance and compliance with this Agreement.

Amendment; Entire Agreement

No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates in writing, and shall be effective upon receipt when delivered by hand, courier, or confirmed electronic transmission, or three (3) business days after deposit with the United States Postal Service, return receipt requested.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned or photographed signatures) shall be deemed originals for all purposes.

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