Business Contract Set

BUSINESS CONTRACT SET

This Business Contract Set (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: . Each of Client and Service Provider is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services in a professional manner in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the services, deliverables, compensation and confidentiality in this Agreement.

SCOPE OF WORK

Deliverables shall be provided in accordance with the schedule described in the Scope of Work above and shall conform to the acceptance criteria set forth by Client. Any significant change to the Scope of Work shall be documented in a written amendment signed by both Parties.

PAYMENT TERMS

Unless otherwise agreed in writing, payments shall be invoiced by Service Provider and are due within days of invoice. Invoices must reference project or purchase order numbers where applicable.

All payments are exclusive of taxes. Each Party is responsible for taxes applicable to its own performance and receipts under this Agreement, except for taxes based on the other Party's net income.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues in effect until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party no less than days prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the date of termination, subject to any set-off or dispute. Service Provider shall deliver to Client all work product completed to the date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information excludes information that (a) is or becomes publicly known other than by breach of this Agreement, (b) was rightfully known by the Receiving Party prior to disclosure, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is rightfully obtained by the Receiving Party from a third party without restriction.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; shall not use Confidential Information except to perform its obligations under this Agreement; and shall not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all original work product specifically prepared by Service Provider for Client under this Agreement ("Work Product") shall be deemed "work made for hire" and ownership shall vest in Client upon full payment. Service Provider hereby assigns to Client all right, title and interest in and to such Work Product. Service Provider retains ownership of its background intellectual property and tools, provided that Service Provider grants Client a nonexclusive, royalty-free license to use any background materials incorporated into Work Product solely to the extent necessary to use the Work Product.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, damages, liabilities and expenses arising out of the indemnifying Party's willful misconduct or gross negligence in performing this Agreement. Neither Party shall be liable to the other for consequential, special, incidental or punitive damages, except for liability arising from willful misconduct, gross negligence or a Party's breach of its confidentiality or intellectual property obligations.

NOTICES

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or email with confirmation of receipt to the addresses set forth above or to such other address as a Party may designate by notice.

GOVERNING LAW; DISPUTE RESOLUTION

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. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within 30 days, the Parties may pursue any right or remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment to this Agreement is effective unless in a written instrument signed by authorized representatives of both Parties.

MISCELLANEOUS

Relationship of the Parties: The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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