Business ELODGE Form

Business ELODGE Form

Parties

Effective Date:

Recitals

WHEREAS, Client Name: seeks to engage the Service Provider to perform electronic lodging, record management, data hosting, and ancillary business services described herein; and

WHEREAS, Service Provider Name: possesses the technical capability and personnel to perform such services under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the Services and payment for the Services.

Scope of Work

The Service Provider shall provide the services described below in accordance with professional standards and the timelines stated. The Service Provider will perform the Services at the direction of Client and will use personnel reasonably skilled and supervised.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

One-time upon completion    Monthly installments    Milestone-based payments

Late payments shall incur a late fee as specified below. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect overdue amounts.

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 for material breach by the other party if the breach is not cured within Notice Period: days after written notice. Either party may also terminate for convenience upon written notice as set forth in this Agreement.

Upon termination, Service Provider shall deliver all completed deliverables and any work in progress for which Client has paid, and Client shall pay for Services performed through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information identified as confidential at disclosure or that by its nature would reasonably be considered confidential.

Except as required by law, each receiving party shall (a) hold and maintain the disclosing party's Confidential Information in strict confidence, (b) use the Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they constitute trade secrets under applicable law.

Both parties acknowledge and agree to the Confidentiality provisions above.

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including any exhibits, attachments, and written amendments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Additional Provisions

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement shall be construed to create an employment relationship, joint venture, or agency between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party’s breach of this Agreement, gross negligence or willful misconduct.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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