Business Document Kumar

Business Document Kumar

THIS BUSINESS AGREEMENT (the "Agreement") is made and entered into as of Effective Date: by and between Provider Name: , with principal address at , and Client Name: , with principal address at .

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and related deliverables as set forth in this Agreement; and

WHEREAS, Client desires to engage Provider to perform certain services and Provider agrees to perform such services subject to the terms and conditions contained herein.

WHEREAS, the parties intend for this Agreement to set forth the complete understanding with respect to the subject matter hereof.

1. SCOPE OF WORK

Provider shall perform the services and deliver the work products described below. The parties acknowledge that any material change in scope shall require a written amendment signed by both parties.

2. PAYMENT TERMS

Client shall pay Provider for the services described in Section 1 in accordance with the following terms.

Provider will submit invoices to Client and Client shall pay undisputed amounts within days of receipt of invoice. Disputed items must be raised in writing within the payment period.

Overdue amounts shall bear interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law, and Client shall reimburse Provider for any reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other proprietary information disclosed by one party to the other in connection with this Agreement. The receiving party shall (a) hold such Confidential Information in strict confidence, (b) use it only for the purposes of performing this Agreement, and (c) not disclose it to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was lawfully known to the receiving party at the time of disclosure, or is required to be disclosed by law or valid legal process (provided the disclosing party is given prompt notice and opportunity to contest disclosure).

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used in performing the services. Upon full payment of amounts due, Provider grants Client a worldwide, non-exclusive, perpetual license to use deliverables created specifically for Client under this Agreement, except for any Provider pre-existing materials which are licensed to Client only to the extent necessary for Client's use of the deliverables.

6. INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. NOTICES

All notices under this Agreement shall be in writing and sent to the addresses below by certified mail, overnight courier, or email with confirmation.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

9. ENTIRE AGREEMENT

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

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a substitute valid provision that most nearly effects the parties' intent.

EXECUTION

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic scan or other electronic means shall be binding.

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