Business Digital Documents

BUSINESS DIGITAL DOCUMENTS AGREEMENT

Effective Date:

RECITALS

WHEREAS, Service Provider develops, maintains, and delivers business digital documents, templates, metadata, and related digital assets and services; and

WHEREAS, Client desires to obtain, and Service Provider agrees to provide, certain digital documents and related services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider will create, adapt, deliver, or make available digital documents and associated resources as described below. Deliverables shall include document files, templates, metadata, and any agreed specifications for format and compatibility.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of services and delivery of digital documents.

Late Payment: Amounts not paid within days after the due date shall incur a late fee of on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice. Additionally, either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party relating to the business, operations, pricing, digital documents, templates, metadata, and any materials or data designated as confidential or that, by the nature of the information, should reasonably be considered confidential.

Obligations: Each party shall (a) use Confidential Information solely for the purpose of performing obligations under this Agreement, (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 as expressly permitted herein.

Exceptions: Confidential Information does not include information that (i) was publicly known at the time of disclosure, (ii) becomes publicly known through no fault of the receiving party, (iii) is rightfully received by the receiving party from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Compelled Disclosure: If a receiving party is compelled to disclose Confidential Information by law, regulation, or legal process, it shall provide prompt written notice to the disclosing party and cooperate, at the disclosing party's expense, in any lawful effort to obtain confidential treatment or a protective order.

Remedies: Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate; therefore, the disclosing party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY & DELIVERY

Ownership: Unless otherwise expressly agreed in writing, Service Provider retains ownership of any pre-existing intellectual property, templates, tools, and know-how. To the extent Service Provider creates new deliverables specifically for Client under this Agreement, ownership will transfer to Client upon full payment, except for Service Provider's underlying methodologies, tooling, and general know-how which remain the exclusive property of Service Provider.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

DATA SECURITY

Service Provider shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality and integrity of Client data and digital documents. Service Provider shall promptly notify Client of any security incident materially affecting Client's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

ENTIRE AGREEMENT AND AMENDMENT

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest via merger or sale of substantially all assets. Notices: All notices required or permitted hereunder shall be in writing and delivered to the address specified above.

Survival: Provisions that by their nature should survive termination or expiration of this Agreement shall survive, including confidentiality, payment obligations, and limitations of liability.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

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