Business Document DICACK

BUSINESS DOCUMENT DICACK

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

Party A — Client Name: , Contact:

Party B — Contractor Name: , Contact:

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain business, consulting, and implementation services as described herein; and

WHEREAS, Contractor has represented that it possesses the expertise, personnel, and resources required to perform the agreed services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and termination procedures.

SCOPE OF WORK

Contractor shall provide the services and deliverables described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the services performed under this Agreement. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due within the period stated in the Payment Schedule. Overdue amounts shall accrue the Late Payment Fee and may be subject to suspension of services until brought current. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after the stated cure period following written notice. Termination will not relieve Client of the obligation to pay for services rendered and non-cancelable commitments made prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party, whether written, oral, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information specifically includes trade secrets, business and marketing plans, customer data, pricing, software, and technical information.

The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information for any purpose other than fulfilling its obligations under this Agreement.

Confidential Information does not include information which (i) is or becomes publicly available without breach of this Agreement, (ii) was already known to the receiving party without restriction prior to disclosure, (iii) is lawfully obtained from a third party without restriction, or (iv) is independently developed without use of the Confidential Information. If compelled by law to disclose Confidential Information, the receiving party shall provide prompt written notice to the disclosing party and cooperate, at the disclosing party's expense, in seeking a protective order or other appropriate remedy.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Contractor retains ownership of all pre-existing intellectual property and any general know-how developed outside the scope of this Agreement. Client receives a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Contractor will assign to Client any deliverables that are custom works for hire to the extent required by applicable law, subject to Client's full payment of fees due for such deliverables.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has authority to enter this Agreement. Contractor warrants that services will be performed with reasonable skill and care. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF CONTRACTOR ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located within that state for all disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; MODIFICATION

This Agreement, together with all exhibits, schedules, and attachments, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

GENERAL PROVISIONS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of its business.

PARTY INFORMATION

Corporation LLC Individual

Corporation LLC Individual

ADDITIONAL TERMS

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