Business Ecotone Document

BUSINESS ECOTONE DOCUMENT

This Business Ecotone Document (the "Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Client conducts business activities that benefit from transitional ecological interface services and seeks technical, advisory, or operational support to plan and implement such services; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and lawful authority to provide ecotone planning, advisory and implementation services described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform such services for Client.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope may include assessment, planning, implementation, monitoring, reporting, and adaptive management related to ecotone projects.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for performance of the Scope of Work. All amounts are payable in lawful currency. Unless otherwise stated, amounts are exclusive of taxes which shall be the responsibility of the party required by applicable law.

If Client fails to make any payment when due, Service Provider may suspend performance after providing written notice and the opportunity to cure within the notice period described in Term and Termination. Client shall remain liable for all unpaid fees, collection costs, and interest as set forth above.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date 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 thirty (30) days after receipt of written notice specifying the breach. Termination for insolvency, unlawful conduct, or persistent failure to perform may be immediate.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure as demonstrated by written records; (c) is received from a third party without duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (iii) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm and that the Disclosing Party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

INSURANCE AND LIABILITY

Service Provider shall maintain commercially reasonable insurance coverages appropriate to the services performed, including general liability and professional liability as applicable. Except for willful misconduct or gross negligence, neither Party shall be liable for consequential, special, or punitive damages. The Parties' aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Service 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 its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement (including any exhibits and attachments referenced herein) 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 must be in writing and signed by authorized representatives of both Parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect to the maximum extent permitted by law.

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

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 either Party may designate by notice to the other. Notices are effective upon receipt.

SIGNATURES

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