Business Document Marcus

BUSINESS DOCUMENT MARCUS

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

RECITALS

WHEREAS, Client seeks to obtain certain services related to its business operations and possesses the requisite authority to engage third‑party providers; and

WHEREAS, Service Provider represents that it has the experience, personnel, resources and capacity to perform the services described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement in a clear and binding written agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Service Provider will perform such services in a professional and workmanlike manner in accordance with applicable industry standards.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total amount of $ for the services rendered under this Agreement, subject to the payment schedule below.

Invoices: Service Provider shall submit written invoices describing the services performed and amounts due in reasonable detail. Client shall pay each undisputed invoice within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (i) % per month, compounded monthly, or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Taxes and Withholding: Unless otherwise required by law, amounts payable to Service Provider are exclusive of taxes. Client shall withhold taxes only to the extent required by applicable law and provide to Service Provider proof of withholding.

TERM AND TERMINATION

Term: This Agreement commences on , and continues until , unless earlier terminated in accordance with this Agreement.

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

Termination for Cause: Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and reasonable non‑cancelable obligations incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non‑public information disclosed by a party (Discloser) to the other party (Recipient) 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, including business, financial, technical, product and customer information.

Obligations: Recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was known to Recipient prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and cooperate to obtain a protective order or other remedy.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous written or oral agreements. Any amendments or modifications must be in writing and signed by both parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intention of the 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 return receipt requested, or sent by nationally recognized overnight courier to the contact information below.

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