Business Document Arod

Business Document Arod

Parties and Effective Date

This Agreement is entered into as of (the Effective Date) by and between:

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business, consulting, and operational services as set forth herein; and

WHEREAS, Contractor represents that Contractor has the skill, personnel, and resources necessary to perform the services described in this Agreement on the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the parties agree as set forth below.

Scope of Work

Contractor shall perform the services and deliverables described in writing below and in any attached schedules. Contractor shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Contractor for the services performed in accordance with the following terms. Unless otherwise expressly agreed in writing, all amounts are payable in U.S. dollars and exclusive of taxes.

Contractor shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Disputes to invoice amounts must be made in writing within days.

Overdue amounts shall bear interest at a rate of % per month or the maximum rate permitted by law, whichever is less, accruing daily from the date due until paid.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section do not apply to information that is (i) in the public domain without fault of the receiving party, (ii) lawfully received from a third party without restriction, or (iii) independently developed without use of the disclosing party's Confidential Information.

Breach of confidentiality shall entitle the non-breaching party to seek injunctive relief and any other remedies available at law or in equity.

Intellectual Property

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title, and interest in work product created specifically for Client under this Agreement upon full payment for such work product. Contractor may retain and use general skills, know-how, and methodologies developed or used in performing the services, provided no Confidential Information or Client-owned work product is disclosed or used.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of gross negligence, willful misconduct, or material breach of this Agreement. Except for liability for willful misconduct or indemnification obligations, neither party's aggregate liability shall exceed the amount paid or payable to Contractor 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. Venue for any action arising from this Agreement shall be in the federal or state courts located in the same state.

Entire Agreement; Amendments

This Agreement, including any schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification shall be in writing and signed by authorized representatives of both parties.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed effective upon personal delivery, three (3) days after deposit with a national overnight carrier, or three (3) days after mailing by certified mail, return receipt requested.

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 a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an entity that acquires substantially all of its assets or equity.

Acknowledgment

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that entering into this Agreement will not violate any other agreement to which it is a party, and that the individual signing below is authorized to bind the party on whose behalf that individual signs.

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