Business Document DF

BUSINESS DOCUMENT DF

This Business Document DF (the Agreement) is entered into as of Effective Date: by and between Client Name: with address: and Service Provider Name: with address: .

WHEREAS

WHEREAS, Client requires the provision of certain business, consulting, and related services as further described herein; and

WHEREAS, Service Provider represents that it possesses the necessary experience, personnel, and resources to perform such services and is willing to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement and payment for such services.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (the "Fee"): USD . Client shall pay the Fee to Service Provider in accordance with the schedule below. All payments are due in United States Dollars unless otherwise agreed in writing.

Invoices will be issued by Service Provider upon completion of each milestone or on a monthly basis as specified above. Payment is due within days of invoice date. Any disputed amounts must be notified in writing within days; undisputed amounts remain payable when due.

Late Payment: Amounts not paid when due shall accrue a late fee of on the outstanding balance, compounded monthly, or the maximum lawful rate if less. Client shall also reimburse Service Provider for all reasonable collection costs, including attorneys' fees.

Expenses: Client shall reimburse pre-approved out-of-pocket expenses incurred by Service Provider in performing the Services upon presentation of reasonable supporting documentation.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. In such event, Client will pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to other remedies available at law or equity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other in connection with this Agreement, whether 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.

Non-Disclosure: Each party shall hold Confidential Information in strict confidence, shall not disclose it to any third party except as permitted herein, and shall not use it for any purpose other than the performance of this Agreement without the prior written consent of the disclosing party. Each party shall take reasonable measures to protect the confidentiality of the other party's Confidential Information, which measures shall be no less protective than those it uses to protect its own similar information.

Exceptions: 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 in the receiving party's lawful possession prior to receipt from the disclosing party, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Required Disclosure: If a receiving party is required by law or valid process to disclose Confidential Information, it shall promptly notify the disclosing party (to the extent permitted) and cooperate reasonably with the disclosing party's efforts to seek a protective order or other appropriate remedy.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of unless a longer period is required by law or equity.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Venue and Remedies: Except as otherwise provided in this Agreement, the parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be in the state and federal courts located in the county in which the governing state’s principal courts sit. Each party hereby consents to personal jurisdiction in such courts.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship between the parties.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or operation of law to a successor entity that assumes all of the assigning party’s obligations hereunder.

Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits, and written 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, understandings, negotiations and discussions, whether oral or written.

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