Business Document Nora Document

BUSINESS DOCUMENT NORA DOCUMENT

This Business Document Nora Document (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: has the experience and capability to perform such services under the terms and conditions set forth in this Agreement; and

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

SCOPE OF WORK

Service Provider will perform the services described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, deliverables, milestones, and acceptance criteria are set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the following payment terms:

Invoices shall be issued by Service Provider and are payable by Client within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower), computed from the invoice due date until paid in full.

TERM AND TERMINATION

This Agreement commences on the Effective Date set forth above and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon providing written notice to the other party no fewer than days prior to the effective date of termination. In the event of a material breach by either party, the non-breaching party may terminate the Agreement immediately upon written notice if the breach remains uncured for a period of days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for all work performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

For the purpose of this Agreement, "Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise rights under this Agreement. The obligations in this section do not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party.

If the Receiving Party is required by law or court order to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice and cooperate reasonably to seek a protective order or limit the disclosure.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability resulting from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability to the other under or arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement. This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

SIGNATURES

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