Business Document P1

BUSINESS DOCUMENT P1

This Business Agreement ("Agreement") is entered into as of by and between Client Name: with principal place of business at ("Client"), and Contractor Name: with principal place of business at ("Contractor").

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services and deliverables as described herein, and Contractor has represented that it has the skill, experience and resources necessary to perform such services under the terms set forth in this Agreement.

WHEREAS, the parties intend to set forth the scope, schedule, compensation and other terms governing the performance of the services and the protection of confidential information exchanged in connection with such services.

WHEREAS, the parties wish to reduce their understanding to writing in this Agreement and to be bound by its terms.

SCOPE OF WORK

Contractor shall perform the services and deliver the work product described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the specific tasks, milestones, and acceptance criteria are as set forth in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Contractor fees for services in accordance with the schedule and amounts set forth below. All fees are exclusive of taxes unless otherwise specified. Payments not received when due shall accrue late fees as provided in this Agreement.

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TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section. Either party may terminate for material breach if the breaching party fails to cure within the notice period set forth below.

Start Date:    End Date:

Termination for convenience may be effected by either party upon providing the required written notice. Upon termination, Contractor shall deliver all work in progress and Client shall pay for all services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose any Confidential Information of the other party (Disclosing Party). "Confidential Information" includes nonpublic business, technical or financial information disclosed in connection with this Agreement. Confidential Information does not include information that: (a) is or becomes public through no wrongful act of Receiving Party; (b) was in Receiving Party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed.

Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. These obligations shall survive for a period of three (3) years following termination or expiration of this Agreement, except for trade secrets which shall remain protected for as long as the information qualifies as a trade secret under applicable law.

WARRANTIES, LIMITATIONS AND INDEMNITY

Contractor warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, except for liability arising from willful misconduct or gross negligence. The parties' aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement.

Contractor shall indemnify and hold Client harmless from third-party claims to the extent directly resulting from Contractor's breach of this Agreement or Contractor's negligent or willful acts.

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. Venue for any dispute will be in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any attachments or addenda executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. Notices shall be given in writing to the addresses set forth above or to such other address as either party may designate in writing.

Individual Corporation LLC Other

Individual Corporation LLC Other

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