Business Document May Document

BUSINESS AGREEMENT MAY DOCUMENT

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

WHEREAS

WHEREAS, Client engages Service Provider to perform business, consulting, and related services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the professional capability, personnel, and authorization to perform the services described herein and is willing to provide such services pursuant to the terms and conditions of this Agreement.

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

1. SCOPE OF WORK

Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work must be documented in a written change order signed by both parties and shall specify any adjustments to fees or schedule.

2. PAYMENT TERMS

Invoices shall be payable within days of receipt unless otherwise specified in the Payment Schedule. All payments shall be made in United States dollars unless the parties agree otherwise in writing.

Late Payment: Past due amounts shall accrue interest at the rate of per month (or the maximum rate permitted by applicable law, if lower). In addition, the non-paying party shall be responsible for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

Term Commencement Date: .

Term Expiration Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means proprietary or non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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.

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

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to allow a protective order or other remedy.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, or for as long as such information qualifies as Confidential Information under applicable law, whichever is longer.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that services will be performed in a professional manner and in accordance with applicable laws and industry standards.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for incidental, consequential, exemplary, or punitive damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement.

7. GOVERNING LAW; VENUE

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 that any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in the county selected by the parties in writing.

8. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with the sale of substantially all of its assets or equity interest.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be deemed given upon receipt.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Waiver: No waiver of any breach shall be effective unless in writing and signed by the waiving party.

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