Business Document Tessier

BUSINESS DOCUMENT TESSIER

Parties

Effective Date:

Corporation LLC Sole Proprietor Other

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and possesses the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Provider to perform certain services on the terms and subject to the conditions set forth herein, and Provider is willing to provide such services to Client; and

WHEREAS, the parties intend that this Agreement set forth the entire understanding between them with respect to the subject matter hereof and that any additional work or deviation from the Scope of Work be made only by written amendment executed by both parties.

Scope of Work

Provider shall perform the services and deliverables described below in accordance with the standards of the industry and timelines agreed between the parties. Specific deliverables, milestones, and acceptance criteria shall be set forth as follows:

Payment Terms

Client agrees to pay Provider for the services described above in accordance with the following terms.

Payments not received within days after the applicable due date shall accrue a late fee equal to per month on the overdue balance, compounded monthly, or the maximum amount permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination, including Confidentiality, Indemnification, and Governing Law, shall survive.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement and shall not disclose or use such information except as necessary to perform its obligations hereunder. Confidential information excludes information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed by the Receiving Party without reference to the Disclosing Party's confidential information.

Upon termination or written request, the Receiving Party shall return or destroy all tangible confidential materials and certify in writing the completion of such return or destruction. The obligations of confidentiality shall survive for a period of three (3) years following termination of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement, subject to Provider's pre-existing intellectual property and general-purpose tools. Provider grants Client a perpetual, nonexclusive license to Provider's pre-existing materials embodied in deliverables to the extent necessary for Client's use of those deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in the performance of this Agreement. Except for a party's willful misconduct or indemnity obligations, neither party's aggregate liability for damages arising out of or related to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

Assignment of this Agreement or any rights hereunder is permitted only with the prior written consent of the non-assigning party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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