Business Document AIS

Business Document AIS

This Business Document AIS (the "Agreement") is made as of Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to perform certain business advisory, implementation and associated professional services described herein, and Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services and Client will pay for the services rendered, all as set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in accordance with a mutually agreed schedule, using personnel with suitable skill, experience, and qualifications. Service Provider will perform Services in a commercially reasonable manner consistent with industry standards and applicable law.

PAYMENT TERMS

Payments shall be made in accordance with the Payment Schedule above. Unless otherwise stated, all amounts are due within thirty (30) days of invoice. In the event of late payment, Client shall pay interest on the overdue amount at the rate of and a late fee of USD (if applicable). All reasonable collection costs, including attorneys' fees, shall be reimbursed by the Client for delinquent payments.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice given at least days prior to the intended 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 non-public information disclosed by one party to the other, whether oral, written or electronic, 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. The receiving party shall: (a) use Confidential Information solely to perform its 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 to employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and methodologies. Client shall own any deliverables specifically commissioned under this Agreement to the extent created exclusively for Client and paid in full. Service Provider hereby grants Client a non-exclusive, non-transferable license to use any deliverables for Client's internal business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of each party for any claim relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without giving effect to conflict of laws principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments executed by the parties, 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 to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or recognized overnight courier to the addresses set forth above, and shall be deemed given upon receipt.

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