Business Engagement Sheet

BUSINESS ENGAGEMENT SHEET

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform certain business services as described below; and

WHEREAS, Service Provider Name: represents that it has the qualifications and capacity to perform such services; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations and other terms governing the engagement, effective as of Effective Date: .

Scope of Work

Service Provider will perform the services described below. The description of work, deliverables, acceptance criteria and any milestones shall govern the obligations of the parties. Changes to the scope will be documented and signed by authorized representatives of both parties and may result in an adjustment to fees or schedule.

Payment Terms

The Client shall pay the Service Provider the fees described below in consideration for the services and deliverables. All payments shall be made in United States dollars unless otherwise agreed in writing.

Reimbursable expenses will be billed in addition to fees if pre-approved by Client and supported by receipts. The parties may agree to a cap for expenses in writing.

Authorize reimbursable expenses as described in reimbursable_details below

Term and Termination

This engagement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon providing Notice Period: days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after receipt of written notice of the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall: (a) maintain Confidential Information in strict confidence; (b) use such information only to perform obligations under this Agreement; and (c) not disclose it to any third party except with prior written consent or as required by law. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the recipient; is independently developed by the recipient without use of the discloser's Confidential Information; or is rightfully obtained from a third party free of restriction.

Upon termination or upon request, recipient shall return or destroy Confidential Information and certify destruction if requested. The confidentiality obligations shall survive for Confidentiality Term (years): years following termination.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a perpetual, worldwide, non-exclusive, transferable license to use deliverables created specifically for Client under this Agreement. Service Provider retains all rights in pre-existing materials and tools; Client receives only a license to use those materials as incorporated in the deliverables. Any transfer of copyright or assignment of moral rights must be agreed in a separate written instrument.

Independent Contractor; Liability; Indemnification

Service Provider is an independent contractor. Neither party is an agent, partner or employee of the other. Except for willful misconduct or gross negligence, each party's liability to the other arising under this Agreement shall be limited to direct damages and capped at Cap Amount: $. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct, provided the indemnified party provides prompt notice and cooperation in defense of such claims.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of law principles. Any dispute arising under or in connection with this Agreement shall be resolved in the courts of that state or as the parties may otherwise agree in writing.

This document, together with any statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, understandings, proposals and communications, whether written or oral. No modification shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or other recognized overnight courier, and shall be effective upon receipt.

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