Business EST Form

BUSINESS EST FORM

Parties and Effective Date

This Business Establishment and Estimated Services Agreement (the Agreement) is made and entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Client desires to engage Contractor to provide the estimated services and deliverables described in this Agreement; and

WHEREAS, Contractor has represented that it has the requisite experience, personnel, and ability to perform the services in accordance with the terms set forth herein; and

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

Scope of Work

Contractor shall perform the services described below. The description of services, deliverables, milestones, and any estimated timelines shall be set out by the parties and may be amended in writing by mutual agreement.

Payment Terms

Client shall pay Contractor for the services provided in accordance with the following schedule and terms.

Any undisputed past-due amount not paid within days after the due date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less.

Unless otherwise stated, all fees are exclusive of taxes. Client is responsible for any sales, use, value-added, or similar taxes, and shall reimburse Contractor for any reasonable out-of-pocket expenses pre-approved in writing.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon providing days' prior written notice to the other party.

Upon termination, Client shall pay Contractor for services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall continue to apply.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public business, technical, financial, or other information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

The Receiving Party shall: (a) maintain the confidentiality of the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations of this Section shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek protective measures.

Governing Law and 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 any dispute arising out of or relating to this Agreement promptly by negotiation between executives. If negotiation fails, the parties may agree to mediation prior to pursuing any other remedy.

Representations; Indemnification

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Contractor represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

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

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Acknowledgments

Each party acknowledges that it has read this Agreement, understands its terms, and that it has had the opportunity to seek independent legal counsel prior to signing. The parties further acknowledge that any estimates of timeframes, costs, or deliverables are estimates only and not firm guarantees unless expressly stated otherwise in writing.

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