Business Digital Document

BUSINESS DIGITAL DOCUMENT

This Business Digital Document (the Agreement) is entered into as of Effective Date: between the parties identified below.

Parties

Entity Type: Client - Individual Client - Business Provider - Individual Provider - Business

Recitals

WHEREAS, the Client has engaged in or desires to obtain digital business services and deliverables as set forth in this Agreement; and

WHEREAS, the Service Provider represents that it possesses the professional skills, technical capability, and resources required to perform the services described herein and agrees to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding scope, payment, confidentiality, data security, and termination.

Scope of Work

The Service Provider shall perform the services described above in a professional manner consistent with industry standards, deliverables shall conform to the specifications in the Description of Services, and the Service Provider shall provide regular progress updates as reasonably requested by the Client.

Payment Terms

All payments are to be made in United States Dollars unless otherwise agreed in writing. The Client shall pay undisputed invoices according to the schedule above. Disputed invoice items must be raised in writing within ten (10) business days of receipt; undisputed portions remain payable when due. Late payments shall accrue the Late Fee and interest to the maximum extent permitted by law.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above following written notice. The Client may terminate for convenience upon providing the notice period and payment for work performed and non-cancelable commitments. Termination does not relieve either party of obligations accrued prior to termination, including payment for services performed and confidentiality obligations.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by one party to the other, whether disclosed orally, in writing or electronically, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

Obligations: The receiving party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least reasonable care to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party prior to disclosure, or is required to be disclosed by law or court order (provided prompt notice and cooperation to limit disclosure).

Data Security and Digital Deliverables

The Service Provider shall maintain administrative, technical, and physical safeguards reasonably designed to protect Client data against unauthorized access, disclosure, alteration, or destruction. Digital deliverables shall be delivered in mutually agreed formats and the Service Provider shall retain project files for a reasonable period following final payment to allow for client retrieval.

Representations and Warranties; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional manner. EXCEPT FOR THE FOREGOING, ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND LIABILITY SHALL BE LIMITED TO FEES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Governing State selected above, without regard to conflict of law principles. The parties consent to the jurisdiction and venue of the courts in that State for disputes arising under this Agreement, subject to any mandatory arbitration provisions agreed in writing.

Entire Agreement

This Agreement, together with any attachments, exhibits, and schedules executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Electronic Execution

The parties agree that electronic signatures and electronic delivery of documents shall have the same force and effect as original handwritten signatures and delivery. Each party consents to the use of electronic records and signatures in the performance of this Agreement and acknowledges that such forms of execution satisfy any legal requirement for a signed writing.

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