Business Document T3 2024

BUSINESS DOCUMENT T3 2024

This Business Document T3 2024 (the "Agreement") is entered into on by and between:

Client Name:    Client Contact:

Service Provider Name:    Provider Contact:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement, and Service Provider represents that it has the experience, skill, and resources to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such services to Client and the related payment, confidentiality, and termination provisions.

SCOPE OF WORK

Service Provider shall perform the work described below for Client in accordance with the terms of this Agreement. The Scope of Work sets forth deliverables, performance standards, milestones and any applicable acceptance criteria.

PAYMENT TERMS

Compensation to Service Provider for all work performed under this Agreement shall be as set forth below. All fees are exclusive of taxes unless otherwise required by law.

Any undisputed amount not paid within days after the due date shall accrue interest at a rate of % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs and legal fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated under this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other 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. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate to limit disclosure or obtain protective measures.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, insurance and other obligations applicable to its personnel.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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