Business Contract Show

BUSINESS CONTRACT SHOW

PARTIES

RECITALS (WHEREAS)

WHEREAS, Client Name: wishes to obtain the goods and services described in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and ability to perform such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such engagement effective as of Effective Date:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific deliverables, performance milestones, and acceptance criteria will be as follows:

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are payable in lawful currency.

Late payments shall incur interest at a rate of on the unpaid balance per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (collectively, "Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no breach of this Agreement, (b) already known to the Receiving Party without restriction prior to disclosure, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Receiving Party shall only use Confidential Information to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or upon Disclosing Party's written request, Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

The parties agree that confidentiality obligations are mutual and binding upon each party.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Upon full payment, Service Provider assigns to Client all right, title, and interest in deliverables specifically created for Client under this Agreement, excluding Service Provider's general skills, know-how, templates, and background intellectual property. Service Provider shall grant Client a perpetual, worldwide, royalty-free license to use any Service Provider background materials incorporated in the deliverables to the extent necessary for Client's use of the deliverables.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY; INDEMNITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from breach of representations, willful misconduct, or the indemnifying party's negligence in performance of its obligations.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as either party may designate in writing. Notice shall be deemed given upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail by certified mail, return receipt requested.

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