Business Document Amiyal

Business Document Amiyal

Parties

This Agreement is entered into on this date: between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider").

Client Entity Type: Individual Corporation LLC

Recitals

WHEREAS, Client seeks to engage Provider to perform certain business consulting, advisory, and implementation services as further described in this Agreement; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel, and resources to perform the services and is willing to provide such services to Client under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services and payments.

Scope of Work

Provider shall perform the services in a timely, professional, and workmanlike manner in accordance with industry standards. Provider will provide regular progress reports upon Client's reasonable request and will comply with Client policies applicable to on-site work if such work is required.

Payment Terms

Total Fee: $ . Payment shall be made as follows:

Invoices shall be payable within days of receipt. Late payments shall incur a late fee of per month on the outstanding balance, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement begins on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receiving written notice of breach. Termination shall not relieve Client of the obligation to pay for all services performed through the effective date of termination and any non-cancellable commitments.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other, whether written or oral. Each party agrees to: (a) use Confidential Information solely to perform obligations under this Agreement; (b) limit disclosure to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall remain in effect for a period of years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise expressly agreed in writing, Provider retains ownership of its preexisting intellectual property, methodologies, and tools. All deliverables specifically created for Client under this Agreement shall be deemed "Work Product" and ownership of such Work Product shall be transferred to Client upon full payment of all fees due; however, Provider grants Client a perpetual, nonexclusive license to any Provider preexisting materials embedded in the Work Product sufficient for Client's use of the deliverables. Provider may retain copies of Work Product for recordkeeping and legal compliance.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of its gross negligence or willful misconduct. Except for liability arising from indemnification obligations or a party's gross negligence or willful misconduct, neither party shall be liable for consequential, special, incidental or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the six months prior to the event giving rise to liability.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses below (or such other address as either party may designate by notice).

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. The parties agree that the state and federal courts located within that state shall have exclusive jurisdiction and venue for any disputes arising out of this Agreement.

Entire Agreement and Amendments

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability and Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

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