Business Document ChaoBaby

BUSINESS DOCUMENT CHAOBABY

RECITALS

WHEREAS, Client Name: , with principal place of business at Client Address: , desires to engage Provider to perform certain business services; and

WHEREAS, Provider Name: , with principal place of business at Provider Address: , represents that it has the experience and ability to provide the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services for Client effective as of Effective Date: .

SCOPE OF WORK

Provider will perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards:

PAYMENT TERMS

Client shall pay Provider the fees and reimburse expenses in accordance with the following terms. All fees are exclusive of taxes, which are the responsibility of Client unless otherwise required by law.

Invoices shall be issued by Provider in accordance with the payment schedule above and are payable Net days from invoice date. Late payments will incur interest at the lesser of (a) or (b) the maximum rate permitted by law, calculated monthly and compounded monthly.

Reasonable, pre-approved out-of-pocket expenses incurred by Provider in connection with performance will be reimbursed by Client upon presentation of supporting documentation.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for days after written notice specifying the breach. Termination does 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 marked confidential or would reasonably be considered confidential under the circumstances. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was rightfully known prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates in any protective measures. The confidentiality obligations herein shall continue for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon payment in full. Provider retains ownership of its pre-existing tools, methodologies, and materials and grants Client a non-exclusive, perpetual license to any such materials incorporated into deliverables solely to the extent necessary to use the deliverables for Client's internal business purposes.

By checking, Provider acknowledges assignment and license provisions above.

LIMITATION OF LIABILITY; WARRANTIES

Each party warrants that it has the power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional manner consistent with industry standards for a period of ninety (90) days following delivery. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of State: , without regard to its conflict of laws principles. Any action arising out of or relating to this Agreement shall be brought in the state or federal courts located in that State.

This Agreement, together with any exhibits or attachments 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain valid and enforceable. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

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