Business Custom Forms

GENERAL BUSINESS AGREEMENT — CUSTOM FORMS

This General Business Agreement for Custom Forms is entered into as of by and between the parties identified below.

Recitals

WHEREAS, Provider is engaged in the business of designing and producing custom business forms, templates, and related electronic and printed deliverables; and

WHEREAS, Client desires to procure from Provider a set of custom forms and associated services described herein, and Provider is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, compensation, confidentiality and ownership of deliverables in connection with the custom forms project.

Scope of Work

Provider will design, develop, and deliver the custom forms and any agreed supporting documentation, electronic templates, and print-ready files as described below. Deliverables will conform to the acceptance criteria set forth in this Agreement.

Payment Terms

Client shall pay Provider the fees described below in consideration for the services and deliverables. All amounts are in U.S. Dollars unless otherwise stated.

Balance shall be invoiced upon delivery of final approved deliverables and is due within days of the invoice date. Invoices not paid within the stated net period shall accrue a late fee of compounded monthly, or the maximum allowed by law, whichever is less.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided below, continues until completion of the services or the End Date specified below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within a commercially reasonable cure period not to exceed 30 days after written notice.

Confidentiality

Each party (Recipient) shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party (Discloser) except as expressly permitted herein. "Confidential Information" includes non-public business information, designs, specifications, pricing, source files, trade secrets, and any materials designated confidential or that by their nature should reasonably be understood to be confidential.

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

Confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Subject to full payment of all fees due hereunder, Provider assigns to Client all right, title and interest in and to the final form deliverables and print‑ready files specifically prepared for Client under this Agreement. Provider retains ownership of Provider's pre-existing materials, design tools, software, templates, and methodologies. To the extent Provider retains any rights in pre-existing materials that are incorporated into the deliverables, Provider grants Client a perpetual, non-exclusive, irrevocable, royalty-free license to use those elements as incorporated in the final deliverables.

Provider represents and warrants that the deliverables will not infringe third party intellectual property rights and that Provider has the authority to grant the rights granted herein. Provider's sole obligation and Client's sole remedy for breach of the foregoing warranty shall be limited to correction, replacement or, if Provider is unable to cure, refund of fees paid for the affected deliverable, at Provider's option.

Limitation of Liability and Indemnity

Neither party shall be liable for consequential, incidental, special or punitive damages arising out of this Agreement. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement. Client shall indemnify, defend and hold Provider harmless from claims arising from Client's use of the deliverables, Client's content, or Client's breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in the governing jurisdiction for resolution of disputes.

Entire Agreement; Modification

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

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

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