Business Data Packet

Business Data Packet — General Business Agreement

Parties and Recitals

WHEREAS, Client Name: (hereinafter "Client"), and Service Provider Name: (hereinafter "Provider"), desire to set forth the terms, conditions and business data required for Provider to perform services for Client; and

WHEREAS, the parties intend this Business Data Packet and General Business Agreement to record essential company information, scope of services, payment structure, confidentiality obligations, and other material terms effective as of Effective Date: .

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound, the parties agree as follows:

Business Identification and Contact Information

Sole proprietorship    LLC    Corporation    Partnership    Other:

Scope of Work

Provider shall perform the services described below and any deliverables identified in this packet. Provider's obligations shall include those tasks reasonably necessary to complete the described work and to deliver the stated deliverables in accordance with the schedule agreed by the parties.

Payment Terms

Client shall pay Provider the fees described below in consideration for Provider's performance. Unless otherwise agreed in writing, all amounts are payable in lawful currency.

All invoices are due as stated on each invoice. If Client fails to pay within the agreed payment period, Provider may suspend performance until past due amounts are paid, and shall be entitled to recover reasonable collection costs, including attorneys' fees and costs.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Provider may terminate immediately upon material nonpayment by Client. Termination does not relieve Client of liability for accrued but unpaid fees or charges incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is (a) publicly known through no act or omission of the Receiving Party; (b) rightfully received by the Receiving Party from a third party without restriction; or (c) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and tools. All work product specifically prepared for Client and paid for in full by Client shall be owned by Client upon payment, subject to Provider's retained rights in its methodologies, templates, and generalized know‑how. The parties shall execute any further instruments reasonably necessary to effectuate such transfer.

Indemnification and Insurance

Each party agrees to indemnify, defend and hold harmless the other party from and against claims arising from its negligence, willful misconduct, or breach of this Agreement. Provider agrees to maintain commercially reasonable insurance coverage appropriate to the services provided and shall provide evidence of such insurance upon Client's request.

Governing Law; Dispute Resolution

The parties agree that the substantive laws of the state identified above shall govern this Agreement without regard to conflicts of law principles. The parties will first attempt to resolve disputes in good faith through negotiation; if unsuccessful, disputes shall be resolved by binding arbitration or litigation as specified in a subsequent written election by the parties.

Miscellaneous Provisions

Entire Agreement: This Agreement, together with attachments and the Business Data Packet fields completed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in interest by merger or sale of substantially all assets, provided the assignee assumes obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid term shall be replaced by a valid term that closely approximates the parties' intent.

Acknowledgment and Authority

Each signatory below represents and warrants that they have full authority to execute this Agreement on behalf of the party for whom they sign and that the execution and performance of this Agreement will not violate any other agreement or obligation by which the signing party is bound.

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