Business Document Q202404

Business Document Q202404

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

Recitals

WHEREAS, Service Provider possesses the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services for the project titled under the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations and to provide a complete and enforceable statement of their agreement.

Scope of Work

Service Provider shall perform the services and deliver the work products described in this Section and any attachments expressly incorporated by reference. The scope shall include, at minimum, the following:

Payment Terms

In consideration of the services to be performed by Service Provider, Client shall pay Service Provider the Total Contract Amount and other sums as described below. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any undisputed invoice not paid when due shall accrue interest at the lesser of (a) the rate of % per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect amounts past due.

Taxes: Client shall be responsible for all sales, use, value-added, transfer, and other taxes levied in connection with the services, excluding taxes based on Service Provider's net income.

Term and Termination

Term: The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") 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: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use at least reasonable care to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that is or becomes generally available to the public through no act or omission of the Receiving Party, was known to the Receiving Party prior to disclosure, was rightfully received from a third party without restriction, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Indemnification and Limitation of Liability

Indemnification: Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, provided that the Indemnified Party gives prompt written notice of such claim and cooperates in the defense.

Limitation of Liability: EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law. 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; Amendments

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, and communications, whether oral or written. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Any attempted assignment in violation of this section shall be void.

Notices: All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate in writing.

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