Business Document March 2024

Business Document March 2024

Parties and Identifying Information

Recitals

WHEREAS, Client Name: and Service Provider Name: desire to set forth the terms and conditions under which the Service Provider will perform services described herein.

WHEREAS, the parties intend that the obligations and deliverables specified in this Agreement be performed in a commercially reasonable manner in accordance with industry standards and applicable law.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Effective Date

This Agreement is effective as of , (the "Effective Date").

Scope of Work

Service Provider shall perform the services and deliver the work products described below. The parties acknowledge that time is of the essence for certain milestones set forth in the Scope of Work and that Service Provider shall exercise due care and skilled performance in delivering the services.

Payment Terms

Client shall compensate Service Provider in accordance with the terms below. All amounts are in United States dollars unless otherwise stated.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic business, technical, financial or other information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") either directly or indirectly, in writing, orally, or by inspection of tangible objects, 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. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations or obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, or violation of confidentiality or intellectual property rights, neither party shall be liable for special, incidental, consequential, punitive or exemplary damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the fees paid or payable to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within 30 days, the parties agree to submit the dispute to binding arbitration before a neutral arbitrator in accordance with commercially reasonable arbitration procedures.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate by notice to the other.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

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