Business Document Clegg

BUSINESS DOCUMENT CLEGG

This Business Agreement (the "Agreement") is entered into by and between Client Name: and Contractor Name: , effective as of Effective Date: .

RECITALS

WHEREAS, Client engages Contractor to perform certain business services described herein, and Contractor represents that it has the qualifications, experience, and ability to provide such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services to Client, including scope, compensation, confidentiality, and termination rights.

1. SCOPE OF WORK

Contractor shall perform the services and deliverables described below. Contractor shall exercise commercially reasonable efforts, professional skill, and due care in performing the services consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Contractor for services performed in accordance with the amounts and schedule set forth below. All amounts are in U.S. dollars unless otherwise stated.

Invoices are due within the number of days specified in the Payment Schedule. Client shall reimburse Contractor for reasonable out-of-pocket expenses pre-approved in writing by Client. If Client fails to pay any undisputed invoice when due, Contractor may suspend performance after providing ten (10) days' written notice and may charge the Late Payment Fee stated above on outstanding balances until paid.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by any other means, 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. Confidential Information includes, but is not limited to, business plans, marketing and financial information, customer lists, trade secrets, and technical data.

Receiving party shall (i) use Confidential Information only for the purposes of performing under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations in this Section shall not apply to information that: (a) is or becomes public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legal counsel advises.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Contractor grants to Client a nonexclusive, perpetual, worldwide license to use deliverables created specifically for Client under this Agreement, subject to Client's payment of all amounts due. Contractor represents that it has the right to grant such license and that the deliverables will not infringe third party intellectual property rights. Contractor shall, at its expense, defend Client against claims alleging that Client's use of the deliverables as permitted hereunder infringes any third party intellectual property right and shall indemnify Client for any resulting damages and costs, provided Client gives Contractor prompt written notice of any claim and cooperates in the defense.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

7. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or related to this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice. Notices shall be effective upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after mailing by certified mail.

9. ENTIRE AGREEMENT; AMENDMENT

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

10. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement or any rights or obligations hereunder without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

SIGNATURES

The parties have executed this Agreement through authorized signatories as of the dates set forth below.

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