Business Document for Hannah Roberts

Business Agreement — Hannah Roberts

This Business Agreement (the "Agreement") is entered into effective as of by and between Client Name: , Client Address: , and Service Provider Name: , Provider Address: . Each of Client and Service Provider is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and capacity to perform such services and is willing to perform the services for Client on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the terms governing the performance, payment, confidentiality, and other obligations between them.

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional manner consistent with industry standards. Any material change to the Scope of Work shall be documented in a written amendment signed by both Parties, specifying changes to deliverables, schedule, and fees.

2. PAYMENT TERMS

If any undisputed amount payable under this Agreement is not received by Service Provider within days after the due date, Client shall pay a late fee of on the overdue amount, calculated monthly. The Parties agree that this constitutes a reasonable estimate of damages for late payment and not a penalty.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing the other Party with written notice no less than the number of days set forth above. Either Party may terminate this Agreement immediately for cause if the other Party materially breaches a material obligation under this Agreement and fails to cure such breach within 30 days after receipt of written notice describing the breach with specificity.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial information, trade secrets, client data, and technical information. Each Party agrees: (a) to hold the other Party's Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party except as permitted under this Agreement; and (c) to use Confidential Information only to perform obligations or exercise rights under this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) is already lawfully known to the receiving Party at the time of disclosure; (iii) is lawfully acquired from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information. A Party may disclose Confidential Information to the extent required by law or regulation, provided the disclosing Party gives prompt written notice and cooperates in any reasonable effort to obtain confidential treatment.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's gross negligence, willful misconduct or breach of representations, warranties, or covenants under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and methodologies. Client shall own and, upon payment in full, Service Provider hereby assigns to Client all right, title and interest in deliverables specifically created for Client pursuant to this Agreement, provided that such assignment does not include Service Provider's underlying tools, templates, or know-how. The Parties shall execute such further documents as reasonably required to effectuate the foregoing.

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 laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether oral or written. No modification, waiver, or amendment of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

9. MISCELLANEOUS

a) Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership, or agency relationship.

b) Assignment: Neither Party may assign this Agreement or any of its rights without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a sale of substantially all of its assets.

c) 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 designates by written notice to the other Party. Notices shall be effective upon receipt.

SIGNATURES

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