Business Customization Documents

BUSINESS CUSTOMIZATION AGREEMENT

This Business Customization Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client requires the customization, preparation and delivery of business documents, templates and related materials to support Client's operations and branding; and

WHEREAS, Service Provider has the experience and capability to design, modify and deliver those customized business documents and related advisory services in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Deliverables shall include, at a minimum, the drafting, formatting, and final files for the customized documents specified above, together with up to revisions for each deliverable unless otherwise agreed in writing. Any additional services beyond the scope shall be billed in accordance with Section 4.

PAYMENT TERMS

Total Fee: $ payable in the manner and schedule set forth below.

Invoices shall be submitted by Service Provider in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In the event of a payment dispute, the undisputed portion shall remain payable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for 15 days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed and in-progress work and Client shall pay for all services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that, by the nature of the information, should reasonably be understood to be confidential. Each party shall (a) use Confidential Information only to perform its obligations hereunder; (b) 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; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by applicable law or valid legal process, provided the receiving party provides prompt notice to the disclosing party to permit protective measures.

INTELLECTUAL PROPERTY

Ownership of Work Product: Unless otherwise agreed in writing, upon receipt of full payment, Service Provider assigns to Client all right, title and interest in and to the final customized documents and deliverables specifically prepared for Client under this Agreement (the Work Product). Service Provider retains ownership of its pre-existing materials, methodologies, templates and tools, and grants Client a non-exclusive, perpetual license to any such pre-existing materials only to the extent incorporated into the Work Product.

WARRANTIES AND LIMITATIONS

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency or joint venture relationship between the parties.

Waiver and Amendment: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. This Agreement may be amended only by a written instrument signed by both parties.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

NOTICES

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