Business EVS Document

Business EVS Document

Parties

Recitals

WHEREAS, Client Name: desires to obtain EVS services related to business verification, validation, or evaluation as described below; and

WHEREAS, Service Provider Name: represents that it has the personnel, expertise, and systems necessary to provide such EVS services in accordance with the terms of this Agreement; and

WHEREAS, Client and Service Provider agree that the services will commence on Effective Date: under the terms set forth in this Business EVS Document.

Scope of Work

Service Provider shall perform the following services (collectively, the "Services"). The Services shall include all tasks, deliverables, and performance standards described below and any attachments incorporated by reference.

Payment Terms

Compensation: Client shall pay Service Provider a total fee of (USD) for the Services described in the Scope of Work.

Payment Schedule: Invoices will be issued in accordance with the following schedule:

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by a disclosing party to the receiving party, whether oral, written, electronic, or other form, 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.

Obligation: The receiving party shall (a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to receipt from the disclosing party as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Required Disclosure: If a receiving party is required by law, regulation, or valid order of a court or governmental authority to disclose Confidential Information, it shall provide the disclosing party prompt written notice of such requirement (where legally permitted), cooperate with reasonable efforts by the disclosing party to seek confidential treatment or a protective order, and disclose only that portion of the Confidential Information that is legally required.

Intellectual Property and Deliverables

Ownership of Pre-Existing Materials: Each party retains all right, title, and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing intellectual property unless expressly set forth in writing.

Deliverables: Unless otherwise agreed in writing, upon full payment of amounts due, Service Provider assigns to Client all right, title, and interest in and to the final deliverables created specifically for Client under this Agreement. Service Provider may retain copies of deliverables for its records and for purposes of professional portfolio and demonstration, provided Confidential Information is not disclosed.

Liability; Indemnification

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Indemnification: Each party agrees to indemnify, defend, and hold the other harmless from and against claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from its own breach of this Agreement, its negligence, or its willful misconduct.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the state identified above.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture, or partnership relationship between the parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as either party may designate by notice to the other in accordance with this section.

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