Business Drafts Document

BUSINESS DRAFTS DOCUMENT

Parties

This Agreement is entered into as of Effective Date: by and between the parties identified above (each a "Party" and together the "Parties").

Recitals

WHEREAS, Client requires certain business drafting, advisory, and document preparation services and desires to engage Service Provider to perform such services on the terms set forth herein;

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client in accordance with the terms and conditions set forth below;

WHEREAS, the Parties wish to set forth the scope, payment terms, confidentiality obligations, term and termination rights, and other material terms governing their relationship.

Scope of Work

Service Provider shall provide the services and deliverables described below. The description is illustrative and control of scope shall be governed by the written tasks and any change orders authorized in accordance with this Agreement.

Payment Terms

In consideration of the services to be rendered, Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All fees are exclusive of taxes unless otherwise stated.

Late payments not disputed in good faith shall incur a late fee equal to

Term and Termination

The term of this Agreement shall commence on Start Date:

Start Date:

and shall continue until End Date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least

Confidentiality

Each Party acknowledges that it may receive Confidential Information from the other Party. "Confidential Information" means non-public, proprietary or business-critical information disclosed in any form. Each Party shall:

(a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure at least as protective as those used to protect its own similar confidential information.

Confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider shall retain ownership of preexisting tools, methods and materials, and Client shall receive a perpetual, non-exclusive, royalty-free license to use deliverables for Client’s internal business purposes upon full payment. The Parties shall execute further instruments reasonably necessary to effectuate transfer of ownership in work product where applicable.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising out of its negligent acts or willful misconduct in performing this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party's aggregate liability to the other shall exceed the total fees paid by Client to Service Provider under this Agreement in the 12 months preceding the claim.

Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship between the Parties. Service Provider is responsible for all taxes, withholdings and other statutory obligations related to compensation paid under this Agreement.

Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by notice. Notices shall be effective upon personal delivery, confirmed electronic transmission, or three business days after deposit with a nationally recognized overnight courier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The Parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the governing state unless otherwise required by mandatory law.

Entire Agreement; Amendments

This Agreement, including all exhibits and incorporated statements of work, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to a successor in interest in connection with a merger or sale of substantially all assets.

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