Business Document Altshuler

Business Document Altshuler

Parties

Recitals

WHEREAS, Party A is engaged in the business of acquiring services related to business operations and desires that Party B perform certain services as set forth in this Agreement; and

WHEREAS, Party B represents that it has the experience, personnel, and resources necessary to perform the services described herein and is willing to provide such services to Party A subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. Scope of Work

Party B shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The obligations of Party B shall include, but are not limited to, the tasks and deliverables set forth in the description below.

2. Payment Terms

As full compensation for the performance of the Scope of Work, Party A shall pay Party B in accordance with the terms set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of the maximum rate permitted by law or , and Party A shall also be responsible for any collection costs, including reasonable attorneys' fees.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the Completion Date unless earlier terminated in accordance with this Section.

Effective Date:    Completion/End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate without cause upon days' prior written notice to the other party.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and limits disclosure to the extent legally permissible.

The receiving party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for the purposes of performing this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations under this Section shall survive termination of this Agreement for years.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, all work product and deliverables produced by Party B under this Agreement shall be deemed "work made for hire" and shall be the exclusive property of Party A upon full payment. To the extent any such work product is not a work made for hire, Party B hereby irrevocably assigns to Party A all right, title and interest in and to such work product. Party B retains ownership of its pre-existing materials, tools, and know-how, provided that Party B grants Party A a non-exclusive, royalty-free license to the extent such pre-existing materials are incorporated into the deliverables.

6. Representations; Warranties; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Party B warrants that the services will be performed in a professional manner in accordance with industry standards. Party B shall indemnify, defend and hold harmless Party A from and against any third-party claims arising out of Party B's gross negligence, willful misconduct, or material breach of this Agreement, including reasonable attorneys' fees and costs.

7. Limitation of Liability

Except for liability arising from a party's willful misconduct or gross negligence, and except for indemnification obligations, neither party shall be liable for incidental, consequential, punitive or special damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Party A to Party B under this Agreement in the twelve (12) months preceding the claim.

8. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or such other address as a party may designate by written notice.

9. Governing Law; 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 rules. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

10. Entire Agreement; Amendments

This Agreement, together with any attachments and exhibits signed 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 or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency. Neither party may assign this Agreement without the prior written consent of the other, except that Party A may assign to an affiliate or successor by operation of law.

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