Business Document R5

Business Document R5

Parties

Recitals

WHEREAS, Client Name: seeks to engage the Service Provider to perform certain professional services described herein; and

WHEREAS, Service Provider Name: has the necessary experience, personnel, and capacity to provide the services under the terms and conditions set forth in this Agreement;

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

Scope of Work

Service Provider shall perform the services and deliverables described below. All services shall be performed in a professional manner in accordance with industry standards and applicable laws.

Payment Terms

Client shall pay Service Provider in accordance with the schedule and amounts below. All amounts are payable in United States currency unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider to Client in writing and are due within the agreed payment period unless otherwise stated in the invoice.

Term and Termination

This Agreement commences on the Start Date set forth below and continues until the End Date or until earlier terminated in accordance with this section.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if the non‑breaching party provides written notice of breach and the breach remains uncured for a period of ten (10) days following receipt of such notice.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provisions that by their nature survive termination, including confidentiality and indemnity obligations, shall survive.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not use or disclose the Disclosing Party's Confidential Information except as necessary to perform the services or as required by law, provided that the Receiving Party first provides prompt written notice and cooperates with the Disclosing Party to seek protective measures.

Warranties and Limitation of Liability

Service Provider represents and warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, FRAUD, OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement, subject to any mutually agreed alternative dispute resolution procedures set forth herein.

Entire Agreement

This Agreement, including any exhibits, schedules, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations under this Agreement.

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