Business DI Sheet

BUSINESS DI SHEET

Parties and Recitals

This Business DI Sheet and accompanying General Business Agreement (the Agreement) is entered into as of (Effective Date) by and between Client Name: and Service Provider: .

WHEREAS, Client conducts business in the field of and seeks certain data, deliverables, and related services described herein; and

WHEREAS, Service Provider has the capability and experience to provide such services, to receive and process data and information identified on this Business DI Sheet, and to perform the Scope of Work defined below; and

WHEREAS, the parties desire to record certain project-specific details, payment terms, confidentiality obligations, and governing law provisions in this Business DI Sheet as part of the Agreement.

Business Identification

Data & Information (DI) Items

The following represents the categories of data, documents, systems access, and other information to be supplied, processed, or created by Service Provider on behalf of Client. The parties acknowledge that additional items may be added by written amendment.

Scope of Work

Service Provider will perform the services described below in accordance with the schedule and deliverable milestones. Deliverables, acceptance criteria, and any dependencies are set forth below.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at the rate of per month or the maximum permitted by applicable law, whichever is less. In addition, Client shall reimburse Service Provider for reasonable collection 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 for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice of such breach. Termination shall not relieve Client of payment obligations for services performed and reasonable wind-down costs incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public data, materials, business information, trade secrets, technical information, client lists, pricing, and other proprietary information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects.

Each party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take commercially reasonable measures to safeguard the Confidential Information. Confidential Information shall not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, or (iii) is independently developed without use of the disclosing party's Confidential Information.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation; if unresolved, the parties may seek equitable relief and pursue legal remedies in courts of competent jurisdiction located within that state.

Representations; Compliance

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement.

Entire Agreement; Amendments

This Business DI Sheet, together with any appendices and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral, relating to the subject matter hereof. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Insurance and Liability

Service Provider shall maintain commercially reasonable insurance coverage for its operations. Except for breach of confidentiality, gross negligence, or willful misconduct, each party's aggregate liability to the other for any claim arising under this Agreement shall be limited to direct damages not to exceed the total amount paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Audit, Records, and Data Return

Upon reasonable notice, Client may audit Service Provider's compliance with confidentiality and data handling obligations. Upon expiration or termination of the Agreement, Service Provider shall return or securely destroy Client Confidential Information in accordance with Client's written instructions and certify such destruction if requested in writing.

Acknowledgment and Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties. By signing, the parties accept and agree to be bound by the terms set forth in this Business DI Sheet and the incorporated Agreement provisions.

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