Business Document Asmaa

Business Document Asmaa

Parties

Recitals

WHEREAS, Client Name: seeks to retain the Service Provider to perform professional services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to perform the services under this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, effective as of Effective Date: .

Scope of Work

Service Provider shall perform the scope of services described below. Any material change to the scope shall require prior written approval by both parties and may be subject to additional compensation.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the services rendered in accordance with this Agreement.

Invoices shall be submitted by Service Provider according to the schedule above and are due and payable within days of receipt unless otherwise agreed in writing. Past-due amounts shall accrue a late fee of per month (or the maximum permitted by law) and interest on unpaid principal and fees at the lesser of 1.5% per month or the maximum lawful rate. Client shall also be responsible for reasonable collection costs, including attorneys' fees, arising from the enforcement of delinquent payments.

Term and Termination

This Agreement shall commence on Start Date: and continue in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the nature of the breach; provided, however, that breaches of payment obligations may be cured within 10 days.

Upon termination, Service Provider shall deliver to Client all work in progress and final work product for which Client has paid. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic, or other form, 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. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who need the information to perform this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein.

The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by law or valid legal process, provided the disclosing party promptly notifies the other party to allow it to seek protective relief.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or a party's breach of the confidentiality obligations, neither party shall be liable to the other for consequential, incidental, exemplary, or punitive damages. The aggregate liability of either party for any claim under this Agreement shall not exceed the total amounts paid or payable 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 State of , without regard to principles of conflicts of law. The parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, except where mandatory law requires otherwise.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith a valid substitute provision that most closely effects the intent of the invalid provision. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to a successor in interest in connection with a sale of substantially all of its assets.

Notices

All notices required or permitted 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 given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

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