Business Engage Document

BUSINESS ENGAGE DOCUMENT

Effective Date:

Client Name:    Client Contact Email:

Service Provider Name:    Provider Contact Email:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services described in this document and Service Provider represents that it has the skills, experience and capacity to perform such services on the terms set forth herein;

WHEREAS, the parties wish to set forth their mutual rights and obligations, including the scope of services, payment terms, confidentiality obligations and termination rights;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The scope may be amended only by written agreement signed by both parties.

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below.

Invoicing Frequency: . Invoices are due within the period specified above unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also reimburse reasonable collection costs.

Reimbursable Expenses: Expenses are reimbursable per prior written authorization. If reimbursable, describe limitations and caps below.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon prior written notice. Either party may terminate immediately for material breach that remains uncured for 14 days after written notice specifying the breach, or immediately for insolvency or dissolution.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and reasonable, documented expenses incurred through the effective date of termination. Service Provider shall deliver all completed and in-progress work to Client and return or destroy Confidential Information as provided below.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party that is marked confidential or would reasonably be considered confidential, including business plans, technical data, pricing, customer lists, and trade secrets.

Obligations: Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform obligations under this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the scope of disclosure is limited to the extent reasonably practicable.

Duration: Confidentiality obligations survive for following termination or expiration of this Agreement.

INDEPENDENT CONTRACTOR; TAXES

Relationship: Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider shall be responsible for all taxes and other statutory obligations arising from compensation paid hereunder.

Independent Contractor Acknowledgment: Service Provider acknowledges and accepts independent contractor status.

LIABILITY; INDEMNITY

Indemnity: Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party’s gross negligence or willful misconduct in connection with this Agreement, subject to applicable law.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party shall not exceed the total amounts paid or payable under this Agreement for the twelve months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

Disputes: The parties agree to attempt to resolve disputes in good faith by negotiation. If unresolved within 30 days, either party may pursue any available legal or equitable remedies in the courts of the chosen governing law jurisdiction.

NOTICES

Notices shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail (return receipt requested). Notice is effective upon receipt.

MISCELLANEOUS

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 either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

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

ENTIRE AGREEMENT

This Agreement (including any attachments or written amendments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

ENTITY TYPE

Client Entity Type:

Individual Corporation LLC Partnership Other

Service Provider Entity Type:

Individual Corporation LLC Partnership Other

SIGNATURES

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