Business Document Combined A

BUSINESS DOCUMENT COMBINED A

Parties and Recitals

This Business Agreement (the "Agreement") is entered into as of by and between:

Client Name: , with principal place of business at

Contractor Name: , with principal place of business at

WHEREAS, Client requires certain services and deliverables in the ordinary course of its business; and

WHEREAS, Contractor has represented that Contractor possesses the necessary experience, qualifications and personnel to perform the services described herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will provide such services to Client.

Scope of Work

Contractor shall perform the services and deliver the work product described below. Contractor shall provide services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation for the services rendered under this Agreement shall be as set forth below. Client shall pay Contractor in accordance with the schedule and amounts specified in this section. All payments are due in United States dollars unless otherwise agreed in writing.

All invoices shall be due thirty (30) days from the invoice date unless otherwise specified. Client shall reimburse Contractor for reasonable, pre‑approved out-of-pocket expenses incurred in connection with performance of services upon presentation of appropriate documentation.

Term and Termination

This Agreement shall commence on and shall continue until , 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 this Agreement immediately for material breach that is not cured within thirty (30) days following written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all work in progress and Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination together with any non‑cancellable commitments.

Confidentiality

"Confidential Information" means all non-public information disclosed by one Party to the other Party, whether disclosed orally or in writing, 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 (i) to keep Confidential Information in strict confidence and to use it solely to perform or exercise rights under this Agreement; (ii) to take reasonable measures to protect Confidential Information from unauthorized disclosure; and (iii) not to disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; or (c) is required to be disclosed by law, provided the receiving Party gives prompt written notice and cooperates with the disclosing Party to seek protective relief.

Notwithstanding termination, the obligations under this Confidentiality section shall survive for the period specified above. Remedies at law for breach of confidentiality may be inadequate; the Parties agree that injunctive relief is an appropriate remedy in addition to other remedies.

Representations; Warranties; Indemnity

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that services will be performed in a competent, professional manner in accordance with industry standards.

Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Contractor's negligence, willful misconduct, or breach of this Agreement, subject to any limitations or exclusions set forth in writing.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party with respect to this Agreement shall not exceed the total amount paid or payable to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the Parties are unable to resolve the dispute within thirty (30) days, either Party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses first set forth above or to such other address as either Party may designate by written notice to the other.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties are independent contractors and this Agreement does not create a partnership, joint venture, agency or employment relationship.

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