Business Engagement Terms

BUSINESS ENGAGEMENT TERMS

This Business Engagement Terms (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address at , and Service Provider Name: with principal address at .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider has the expertise and capacity to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations, and other terms governing their relationship during the Term of this Agreement.

SCOPE OF WORK

Service Provider shall provide the services described below in a professional and workmanlike manner in accordance with industry standards. The parties may amend the scope only by a written statement signed by both parties.

PAYMENT TERMS

As full compensation for the services, Client will pay Service Provider the fees and reimbursements set forth below. All fees are exclusive of taxes unless otherwise stated.

Expenses: Client shall reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the performance of services. Reimbursements require submission of receipts unless otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice describing the breach. Upon termination, Client shall pay Service Provider for services performed and unreimbursed expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform obligations under this Agreement, and (c) disclose Confidential Information only 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.

Exceptions: Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party without restriction.

Return or Destruction: Upon termination or upon written request, the receiving party shall promptly return or destroy Confidential Information and certify in writing to the disclosing party that it has complied with this obligation, except to the extent retention is required by law or internal compliance policies.

INTELLECTUAL PROPERTY

Ownership: Except as expressly agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and methodologies. Client will own deliverables specifically created for Client and paid in full, subject to Service Provider's ownership of its pre-existing tools and general know-how embedded in such deliverables.

License: To the extent Service Provider incorporates pre-existing materials into deliverables, Service Provider hereby grants Client a non-exclusive, non-transferable license to use those materials solely as part of the deliverables for Client's internal business purposes.

LIMITATION OF LIABILITY; INDEMNIFICATION

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event shall either party's aggregate liability under this Agreement exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

Indemnification: Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided that the indemnified party gives prompt written notice of the claim and cooperates in the defense.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation. Notices are effective upon receipt.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration in the agreed locale unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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