Business Disclosure and Contract

Business Disclosure and Contract

This Business Disclosure and Contract (the Agreement) is entered into as of by and between Client Name: (hereafter "Client") and Service Provider Name: (hereafter "Provider").

Recitals

WHEREAS, Client seeks to obtain certain services and related disclosures from Provider in connection with Client's business operations; and

WHEREAS, Provider represents that Provider has the experience, personnel, and resources necessary to perform the services described below and will make all material disclosures required by applicable law and by this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and disclosures required under this Agreement.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change in scope will require a written change order signed by both parties.

Payment Terms

Invoices shall be issued in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt. Accepted methods of payment: .

If Client disputes any portion of an invoice, Client must notify Provider in writing within five (5) business days of receipt. Client's failure to timely dispute an invoice constitutes acceptance of the invoice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, customer lists, trade secrets, and technical data.

Each receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was in the receiving party's possession prior to disclosure by the disclosing party; (iii) is received from a third party without restriction and without breach of a nondisclosure obligation; or (iv) is independently developed by the receiving party without reference to the Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful efforts to limit or contest such disclosure.

Business Disclosures

Provider discloses the following material facts, conflicts of interest, or prior claims that could reasonably affect Provider's performance under this Agreement. If no material disclosures exist, check the box labeled "No material disclosures" below.

No material disclosures to report.

Representations, Warranties & Limitation of Liability

Each party represents and warrants that it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Provider warrants that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE EXTENT PERMITTED BY LAW.

Neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of or related to this Agreement, whether in contract, tort, or otherwise, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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 laws principles.

Notices

Miscellaneous

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

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of Provider's business assets.

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