Business Contract Mark

BUSINESS CONTRACT MARK

This Business Contract Mark (the "Agreement") is made effective as of Effective Date: by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

WHEREAS

WHEREAS, Client engages Contractor to perform certain professional business services described in this Agreement, and Contractor represents that Contractor has the expertise, personnel, and resources to perform such services in a competent and timely manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide the services and deliverables to Client as a Business Contract Mark; and

WHEREAS, the parties intend that this Agreement allocate risk, specify payment terms, and protect confidential information and intellectual property as further set forth below.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the services and deliverables. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Contractor in accordance with the schedule above and are due Net days from receipt, unless otherwise agreed. Late payments shall accrue interest at a rate of . Client shall be responsible for any reasonable collection costs and attorney fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to intended termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other party, whether in written, oral, electronic, or other form, 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 generally available to the public other than through breach of this Agreement; (ii) is rightfully received by the receiving party from a third party without restriction; (iii) is independently developed by the receiving party without reference to Confidential Information of the disclosing party; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with the disclosing party's reasonable efforts to obtain protective measures.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) restrict disclosure to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations under this Section shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title, and interest in and to all work product and deliverables specifically prepared for Client under this Agreement (collectively, "Work Product"). Contractor retains ownership of Contractor's pre-existing materials, know-how, and tools. To the extent Contractor incorporates pre-existing materials into Work Product, Contractor grants Client a nonexclusive, perpetual, worldwide, royalty-free license to use such pre-existing materials as incorporated in the Work Product.

INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense at the indemnifying party's expense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If the dispute cannot be resolved by negotiation within forty-five (45) days, the parties may pursue any available remedies in the courts located within the governing state.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

MISCELLANEOUS

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

Contractor acknowledges and agrees that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Contractor is solely responsible for all taxes and benefits related to Contractor's personnel.

Sign Now