Business Duplicate GS Document

BUSINESS DUPLICATE GS DOCUMENT

Agreement Date:

RECITALS

WHEREAS, Client Name: requires certain goods or services described herein; and

WHEREAS, Service Provider Name: possesses the experience and capacity to perform the services and is willing to provide such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the following services and deliverables in accordance with the schedule, standards, and specifications set forth below.

PAYMENT TERMS

Total Contract Amount: $ payable in accordance with the schedule below.

Deposit or Initial Payment: $ due upon execution of this Agreement.

Late Payment: Any past-due amount shall bear interest at % per month (or the maximum permitted by law), calculated monthly from the date payment was due until paid in full. In addition, Client shall be liable for reasonable collection costs, including attorney fees.

Method of Payment: Wire transfer Check Credit card

TERM AND TERMINATION

Term Commencement Date: .

Term Expiration Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon written notice at least days prior to the intended termination date. Termination for cause shall be effective upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party relating to business operations, pricing, customer lists, technical data, trade secrets, and other proprietary information. Each party agrees (a) to hold Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not to use Confidential Information except as necessary to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to its employees, agents, or permitted subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive termination for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY AND DELIVERABLES

Deliverables produced specifically for Client under this Agreement will be deemed "work made for hire" and ownership shall vest in Client upon full payment of all amounts due. To the extent any ownership does not automatically transfer, Service Provider hereby assigns and agrees to assign all right, title and interest in such deliverables to Client. Service Provider retains ownership of its pre-existing tools, methodologies, and general know-how; provided, however, Service Provider grants Client a nonexclusive, royalty-free license to use any such pre-existing materials embedded in the deliverables to the extent necessary for Client's intended use.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted by a single arbitrator in the county or equivalent jurisdiction of the governing state, and judgment on the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits, schedules, and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. No modification, amendment, or waiver shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

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 a party may designate by written notice.

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