Business Document Unsigned Bundle

BUSINESS DOCUMENT UNSIGNED BUNDLE

Parties and Recitals

This Business Document Unsigned Bundle (the Agreement) is entered into as of by and between , a business organized at (Client), and , a business organized at (Provider).

WHEREAS, Client requires certain business services and deliverables described herein; and

WHEREAS, Provider has the expertise and capacity to perform the services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to document the scope, payment terms, confidentiality obligations, and other material terms through this consolidated bundle of documents and attachments.

Bundle Contents

The bundle to be executed with this Agreement consists of the following documents (check all that apply). Each checked document is incorporated by reference as part of this Agreement.

Statement of Work (SOW)    Confidentiality Agreement (NDA)    Payment Schedule    Change Order Template    Service Level Attachment

Scope of Work

Provider shall perform the services and deliver the deliverables described in the attached Statement of Work and any incorporated attachments. The parties acknowledge that the SOW sets out specific deliverables, milestones, and acceptance criteria that supplement this Agreement.

Payment Terms

Client shall pay Provider for services in accordance with the amounts and schedule below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above after written notice. Termination for insolvency, change of control, or failure to pay shall be effective immediately upon delivery of written notice.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence and not disclose to any third party any Confidential Information disclosed by the other party (Disclosing Party). Confidential Information includes non-public business information, trade secrets, technical and financial data, and any information marked confidential or that should reasonably be understood to be confidential.

The Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall implement reasonable safeguards to prevent unauthorized disclosure. Confidentiality obligations do not extend to information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Upon termination or expiration, the Receiving Party shall promptly return or destroy Confidential Information as directed in writing by the Disclosing Party and shall certify such return or destruction upon request.

Representations, Warranties and Liability

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from breach of confidentiality, gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the six (6) months preceding the claim.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve any dispute through negotiation for thirty (30) days prior to commencing any formal legal action. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the selected jurisdiction.

Miscellaneous Provisions

Entire Agreement: This Agreement, together with the documents incorporated by reference, 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 must be in writing and signed by both parties to be effective.

Assignment: Neither party may assign or transfer this Agreement or any of its rights without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Severability: If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect and the unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

Contact and Notice Information

Execution

The parties have executed this Agreement by their duly authorized representatives as of the date set forth below.

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