Business CounterTack Agreement

Business CounterTack Agreement

This Business CounterTack Agreement ("Agreement") is made and entered into as of by and between:

First Party Name:   Entity Type: Individual Corporation LLC Partnership Other

Second Party Name:   Entity Type: Individual Corporation LLC Partnership Other

Recitals

WHEREAS, First Party has developed or operates certain business operations, products, technology, processes and services related to counterpoint tactical operations and commercial offerings described herein; and

WHEREAS, Second Party desires to engage First Party to perform certain services and to receive deliverables on the terms set forth in this Agreement, and First Party is willing to provide such services to Second Party subject to the terms and conditions herein; and

WHEREAS, the parties intend that this Agreement govern the performance, payment, confidentiality, and allocation of risk with respect to the activities described in this Agreement.

Scope of Work

First Party shall provide the services and deliverables described below in accordance with the schedule set forth. The scope may include design, development, implementation, testing, and training as set forth in the field below. Any material changes to scope shall be documented in a written change order executed by authorized representatives of both parties.

Payment Terms

Total Fee: $ . Payment shall be made in accordance with the schedule below and conditioned upon timely delivery of invoices and required documentation.

Invoices shall be paid within days of invoice receipt. Acceptable payment methods: Bank transfer Check Credit card Other

Late Payment: If any undisputed amount is not paid when due, a late fee of % per month (or the maximum lawful rate, if lower) shall accrue on the outstanding balance, plus all collection costs, including reasonable attorneys' fees.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured following written notice and the expiration of a cure period of days. Either party may terminate without cause upon days' prior written notice to the other party.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" means non-public information that is clearly identified as confidential or that, by its nature, a reasonable person would understand to be confidential, including trade secrets, proprietary processes, business plans, pricing, technical data, and customer lists.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive for years following termination or expiration of this Agreement, except with respect to trade secrets, for which obligations shall survive as long as such information remains a trade secret under applicable law. Disclosure compelled by law is permitted only after the Receiving Party provides prompt written notice to the Disclosing Party and, if requested, assists in seeking confidential treatment or a protective order at the Disclosing Party's expense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties agree that any litigation brought in connection with this Agreement shall be brought in the state or federal courts located within that jurisdiction, subject to mandatory venue and jurisdictional rules.

Representations, Indemnity and Limitation of Liability

Each party represents that it has the full power and authority to enter into and perform this Agreement. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its willful misconduct, gross negligence, or material breach of this Agreement; provided that the indemnified party provides prompt written notice of the claim and cooperates in the defense.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS OF INDEMNITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY SECOND PARTY TO FIRST PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be effective upon receipt.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits or change orders 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, and communications, whether oral or written.

Amendment: No amendment or modification of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered by electronic means (including scanned signatures or electronic signature platforms) shall be binding and treated as original signatures.

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