Business Document Kia

Business Document Kia

This Business Document Kia (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name is engaged in the business described in this Agreement and desires to retain the Service Provider to perform certain services on the terms set forth herein; and

WHEREAS, Service Provider Name represents that it has the experience, personnel, and capability to perform the required services and agrees to perform such services in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the work, deliverables, and services described below. The Scope of Work may be amended only by a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the amounts set forth below in exchange for performance of the Scope of Work. All payments are in U.S. dollars unless otherwise agreed in writing.

Invoicing: Service Provider will submit invoices to Client in accordance with the payment schedule. Unless otherwise specified, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of per month (or the maximum lawful rate, if lower). In addition, Service Provider may suspend performance if invoices are not paid within days after written notice.

Term and Termination

Term: This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice at least days prior to the effective date of termination.

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

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, or other information disclosed by one party (Disclosing Party) to the other (Receiving Party) either directly or indirectly, whether in writing, orally, or by inspection.

Obligations: Receiving Party shall (a) use Confidential Information solely for performance under this Agreement; (b) limit disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates regarding any protective orders.

Duration: The obligations under this section shall survive termination of this Agreement for . Notwithstanding the foregoing, trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party providing prompt notice and reasonable cooperation.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or infringement claims, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendment

This Agreement, together with any exhibits or written change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight delivery service to the addresses below or such other addresses as either party may designate in writing.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is responsible for all taxes and benefits of its personnel.

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