Business Document DMAX

Business Document DMAX

This Business Document DMAX (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal address:

and Counterparty Name: with principal address:

Recitals

WHEREAS, Company has experience and capability to perform the services described in this Agreement and possesses personnel, facilities, and resources necessary to perform the Scope of Work; and

WHEREAS, Counterparty desires to engage Company to perform the services set forth below under the terms and conditions contained herein, and Company is willing to perform such services for the compensation and on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

Company shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Specific tasks, milestones, and acceptance criteria are as follows:

Payment Terms

Compensation. Counterparty shall pay Company a total fee of (the Total Fee) in consideration for the Scope of Work.

Late Payment. Any undisputed invoice not paid within days of the invoice date shall incur a late fee of per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Interest shall accrue from the invoice due date until paid.

Expenses. Company shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in performing the Scope of Work upon submission of supporting receipts.

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 to the other party at least days prior to the effective termination date. Upon termination for convenience, Counterparty shall pay Company for all work performed and documented expenses incurred through the effective date of termination.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

Confidentiality

Definition. "Confidential Information" means non-public information disclosed by either party to the other 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.

Obligations. Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, and agents having a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) exercise at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known by receiving party prior to disclosure; (iii) is independently developed by receiving party without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction. Disclosure required by law or regulation shall be permitted only after providing prompt written notice and, where lawful and feasible, seeking protective measures.

Representations; Indemnity; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Company represents that services will be performed in a professional manner consistent with industry standards.

Indemnity. Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement, subject to applicable law.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Counterparty to Company under this Agreement in the twelve (12) month period preceding the claim.

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 conflict of laws principles.

Disputes. The parties shall first attempt to resolve any dispute arising under this Agreement through good faith negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in the governing law state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendment

Entire Agreement. This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties.

Miscellaneous Provisions

Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor entity in connection with a merger, sale of assets or business.

Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The individuals signing below have authority to bind their respective parties to this Agreement.

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