Business Document FPPP

BUSINESS DOCUMENT FPPP

Parties

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

Client Name:    Client Address:

Contractor Name:    Contractor Address:

Recitals

WHEREAS, Client desires to secure certain business services, consulting, deliverables, or project work as further described in this Agreement; and

WHEREAS, Contractor represents that Contractor has the experience, personnel, and resources to perform the scope of work described below and is willing to provide such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform the services described above (Services) in a timely and professional manner consistent with industry standards. Any material changes to the Scope of Work shall be agreed in writing and signed by both parties and shall include any adjustments to fees or schedule.

Payment Terms

Invoices shall be submitted to the party designated on the invoice and are due and payable within days of receipt unless otherwise specified in the Payment Schedule. Acceptable payment methods are set forth in thePayment Schedule and remittance instructions.

If any undisputed amount due is not paid when due, interest shall accrue on the past due amount at the rate of % per month (or the highest rate permitted by applicable law, if lower), plus reasonable collection costs and attorneys' fees incurred by the party entitled to payment.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: , 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 immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one 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. Each receiving party shall (i) use Confidential Information solely for the performance or exercise of its rights under this Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as the information qualifies as a trade secret under applicable law.

Representations; Compliance

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that its performance will comply with all applicable laws and regulations. Contractor shall perform Services in compliance with all applicable laws, including those relating to employment, taxes, export controls, and data protection.

Governing Law; Dispute Resolution

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 agree to attempt in good faith to resolve any disputes arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of competent jurisdiction in the chosen governing law state.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct or breach of its representations and warranties. Except for claims arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's liability to the other for any claim arising under this Agreement shall exceed the total amount actually paid by Client to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendment

This Agreement, including any attachments, exhibits, or amendments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in a written document signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity interests.

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