Business Document BTS

BUSINESS AGREEMENT (BTS)

Effective Date:

Parties

RECITALS

WHEREAS, Client desires to obtain certain business, technical, promotional, or advisory services described herein and Provider represents that it has the requisite experience, personnel, and capability to perform the services; and

WHEREAS, the parties intend to set forth their respective obligations, compensation, timeframes, and other terms governing the relationship in this Agreement;

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

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The description sets forth the tasks, milestones, and acceptance criteria applicable to the engagement. Substantial changes to scope shall require written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Provider in consideration for services performed in accordance with this Agreement. Fees, invoicing procedures, and remedies for nonpayment are set forth below.

Invoices shall be submitted to Client and are payable within days of the invoice date. Late payments not disputed in writing within fifteen (15) days of receipt shall accrue interest at the lesser of the rate of percent per month or the maximum rate permitted by applicable law.

All amounts are payable in United States Dollars unless otherwise agreed in writing. Client shall reimburse Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with performance of services upon presentation of supporting documentation.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work product completed to the date of termination and Client shall pay Provider for services performed through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

“Confidential Information” means information disclosed by either party 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 shall: (a) protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as compelled by law or to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of months, except that trade secrets and obligations regarding personal data shall survive as long as required by applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a nonexclusive, nontransferable license to use deliverables solely for Client’s internal business purposes. Provider retains all right, title, and interest in Provider’s preexisting materials, tools, methodologies, and know-how. Any custom work product shall be assigned to Client upon full payment, subject to Provider’s retained rights in its proprietary tools and underlying software.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and defend the other from claims arising out of its gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) 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 conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement will be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation.

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 herein creates a joint venture, partnership, employment, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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