Business Document Version Libre

BUSINESS DOCUMENT VERSION LIBRE

This Business Document Version Libre (the "Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and technical deliverables as described herein and has represented that it has the requisite skill, personnel, and experience to perform the services; and

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

WHEREAS, the parties intend that this Agreement define the scope, schedule, compensation, and confidentiality obligations applicable to the engagement.

Scope of Work

Provider shall perform the services and deliver the deliverables set forth below. Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard practices in performing the Scope of Work.

Payment Terms

In consideration for Provider's performance of the Scope of Work, Client shall pay Provider the fees and expenses set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Provider shall submit written invoices in accordance with the payment schedule. Unless otherwise specified, Client shall pay each undisputed invoice within the number of days specified in the payment schedule. Disputed amounts must be notified in writing within 10 days of receipt; undisputed portions remain payable.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for the notice period specified above after written notice. Either party may terminate for convenience upon providing the notice specified above and upon payment of any fees and expenses accrued through the effective date of termination.

Confidentiality

Each party agrees to hold in confidence and not disclose or use any Confidential Information of the other party except as required to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, financial or other information, whether oral or written, identified as confidential at the time of disclosure or reasonably understood to be confidential.

The confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known by the receiving party without restriction prior to receipt from the disclosing party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of Confidential Information.

Indemnification and Liability

Each party agrees to indemnify and hold harmless the other party from any third-party claims, liabilities, losses, costs, or expenses arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for a party's indemnification obligations or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

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