Business Contract Package

BUSINESS CONTRACT PACKAGE

Recitals

This Business Contract Package (the Agreement) is entered into as of (the Effective Date) between ("Service Provider") and ("Client").

WHEREAS, Service Provider possesses professional expertise and experience to perform the services described below; and

WHEREAS, Client desires to retain Service Provider and Service Provider agrees to provide such services on the terms and conditions set forth in this Agreement.

1. Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that deliverables, acceptance criteria, and milestones are material terms of this Agreement.

2. Payment Terms

In consideration for the services rendered, Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

3. Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed prior to termination.

4. Confidentiality

Each party (Receiving Party) shall keep confidential all non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they retain trade secret status. The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Section and agree that injunctive relief may be sought in addition to any other remedy.

5. Independent Contractor; Intellectual Property

Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship. Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools. Client shall receive a nonexclusive, nontransferable license to use deliverables solely for Client's internal business purposes upon full payment; any transfer, sublicensing, or commercialization requires prior written consent and may be subject to additional fees.

6. Limitation of Liability

Except for breaches of confidentiality, gross negligence, willful misconduct or claims related to intellectual property infringement, neither party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either party arising under or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration administered in the governing state, unless the parties agree otherwise in writing.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. Headings are for reference only and do not affect interpretation.

Acknowledgement

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the party identified and that the party agrees to be bound by its terms.

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