Business Document Montez

Business Document Montez

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing professional services described below and represents that it has the qualifications, experience, and ability to perform those services; and

WHEREAS, Party B desires to retain Party A to perform certain services under the terms and conditions set forth herein; and

WHEREAS, the parties agree that the effective date of this Agreement is .

Scope of Work

Party A shall perform the following services for Party B (the "Services"). The Services shall include, without limitation, the tasks and deliverables described below. Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation: Party B shall pay Party A the total amount of USD for the Services, subject to adjustments as provided in this Agreement.

Invoicing and Due Date: Party A shall submit invoices to Party B in accordance with the schedule above. Unless otherwise agreed in writing, amounts invoiced are due within days of invoice receipt.

Late Fee: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Additionally, Party A may assess a late payment administration fee of USD per invoice.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve the breaching party of liability for damages resulting from the breach.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary, or business information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions and Return: Confidential Information does not include information that is public other than through Receiving Party's breach, independently developed without use of the Disclosing Party's Confidential Information, rightfully obtained from a third party without restriction, or required to be disclosed by law (provided Receiving Party gives prompt notice to allow Disclosing Party to seek protective relief). Upon termination or written request, Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

Representations and Warranties; Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Party A warrants that the Services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED.

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, special, or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amounts paid by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail, certified or registered, postage prepaid, or upon confirmed delivery by courier.

Governing Law; Dispute Resolution

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.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes arising out of this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to mediation before initiating litigation. Either party may seek injunctive relief where necessary to prevent irreparable harm.

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Party A may assign to a successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the extent permitted by law.

Acknowledgment

The person signing below represents and warrants that they are authorized to enter into this Agreement on behalf of the party for whom they sign and that their execution and delivery of this Agreement has been duly authorized.

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