Business Contract Trembour

BUSINESS CONTRACT TREMBOUR

Parties

Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services as described herein, and Service Provider represents that it has the experience, personnel, and capability to perform such services in a professional manner in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client, including scope, payment, confidentiality, and termination provisions, all on the terms set forth in this Agreement;

Scope of Work

Payment Terms

Client shall pay Service Provider the total contract price of $ (the "Contract Price") in accordance with the schedule below.

Late Payment: Any undisputed amount not paid within days after the due date shall incur a late fee of % per month, compounded monthly, or the maximum allowed by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect late payments.

Term and Termination

This Agreement shall commence on the Start Date of and shall continue in effect until the End Date of unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured after thirty (30) days' written notice, or immediately for insolvency or bankruptcy of the other party. Upon termination, Client shall pay for all work performed and reasonable wind-down costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by either party 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. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use it only to perform under this Agreement; and (c) not disclose it to third parties except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is publicly known through no breach of this Agreement, independently developed without use of Confidential Information, or rightfully received from a third party without restriction. The obligations in this section shall survive termination for a period of three (3) years.

Indemnification

Each party shall 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 give prompt written notice of any claim and shall cooperate in the defense. The indemnifying party shall not settle any claim that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent.

Notices

All notices under this Agreement must be in writing and delivered to the addresses below by certified mail, courier, or confirmed electronic delivery. Notices are effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation; if unresolved within sixty (60) days, disputes shall be resolved by binding arbitration administered in the agreed jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

Entire Agreement; Amendments

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

Miscellaneous

The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship. If any provision is held unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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