Business Document Tornquist

BUSINESS DOCUMENT TORNQUIST

This Business Agreement ("Agreement") is made effective as of by and between the parties identified below.

Parties

For purposes of this Agreement, the party identified as "Client" shall mean the Client Name provided above, and the party identified as "Contractor" shall mean the Contractor Name provided above.

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business services and deliverables described herein; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective duties, compensation, confidentiality obligations, and other terms in this written Agreement.

Scope of Work

Contractor shall perform the work, deliver the services, and provide the deliverables described below in accordance with the standards of the trade and this Agreement. Contractor will provide personnel, materials, equipment, and supervision necessary to complete the Scope of Work.

Payment Terms

Client shall pay Contractor for the services described in the Scope of Work in accordance with the following terms. All amounts are payable in lawful currency of the jurisdiction specified in Governing Law below.

Any amount not paid within days of the due date shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees and court costs, incurred by Contractor in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Contractor may suspend performance if Client fails to pay amounts due after five (5) days' written notice of nonpayment.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means confidential or proprietary information disclosed by either party to the other party, whether disclosed orally, visually, in writing, or electronically, 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. Confidential Information includes but is not limited to business plans, financial data, trade secrets, customer lists, technical data, and pricing.

Each party shall (a) keep Confidential Information strictly confidential; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) limit disclosure of Confidential Information to employees, contractors, or agents with a need to know who are bound by confidentiality obligations at least as protective as those set forth in this Agreement. Confidential Information shall not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was already known to the receiving party at the time of disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they remain trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other 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. Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability for any claim arising out of this Agreement shall not exceed the total amount paid or payable by Client to Contractor under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments hereto expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure by either party to enforce any right shall not constitute a waiver of that right.

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