Business Document Stanis

BUSINESS DOCUMENT STANIS

This Business Document Stanis ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at (hereinafter "Provider"), and Client Name: with principal place of business at (hereinafter "Client").

WHEREAS

WHEREAS, Provider is engaged in the business of providing certain professional services and deliverables as further described below; and

WHEREAS, Client desires to retain Provider to perform the services and Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and deliver the work product described below. Provider shall provide services in a professional manner consistent with industry standards.

2. Payment Terms

Client shall pay Provider the compensation set forth below in consideration for the services and deliverables. All payments are due in United States dollars unless otherwise agreed in writing.

Deposit due upon execution:

Milestone payments: see details below.

Invoices shall be paid within days of invoice date. Late payments shall accrue interest at the rate set forth below.

Late fee: % per month on outstanding balances, or the maximum rate permitted by law, whichever is less.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

4. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" means non-public commercial, technical, financial, or business information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential.

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement and shall take reasonable measures to protect Confidential Information from unauthorized disclosure, not less than those used to protect its own confidential materials. Confidential Information shall not include information that (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective measures.

5. Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and permit the indemnifying party to control the defense and settlement of the claim; provided that the indemnifying party shall not settle any claim that imposes liability on the indemnified party without the indemnified party's prior written consent.

Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, in no event shall either party be liable for consequential, incidental, special, or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement in the twelve (12) month period preceding the claim.

6. 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. Venue for any disputes shall lie in the state or federal courts located in that State.

7. Entire Agreement; Amendments

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by an authorized representative of each party.

8. Miscellaneous

If any provision of this Agreement is found to be unenforceable, that provision shall be reformed to the extent necessary to make it enforceable, and the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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