Business Executable OF

Business Executable OF

This Business Executable OF (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Party A is engaged in the business of providing certain commercial services and has requested that Party B perform specified services on the terms set forth herein; and

WHEREAS, Party B represents that it has the experience, personnel, and resources necessary to perform such services and is willing to provide those services to Party A under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

Scope of Work

Party B shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope may be amended only by a written change order signed by authorized representatives of both parties.

Payment Terms

As consideration for the services, Party A shall pay Party B in accordance with the terms below. All payments are due in United States dollars unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within days after the due date, Party A shall pay interest at the rate of per month (or the maximum permitted by applicable law, if lower). In addition, Party B may suspend performance after providing written notice if undisputed amounts remain unpaid for more than days.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice.

Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve either party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Representations; Indemnification

Each party represents that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party. Party B shall indemnify and hold harmless Party A from and against any third-party claims arising from Party B's gross negligence or willful misconduct in performing the services. The indemnifying party shall defend the claim at its expense and pay any final adjudicated damages.

Limitation of Liability

Except for liability resulting from a party's gross negligence, willful misconduct, or indemnification obligations, in no event shall either party's aggregate liability arising out of or related to this Agreement exceed the total fees actually paid to Party B under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address below for each party by hand, certified mail, or overnight courier, or sent by email with confirmation of receipt where provided.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith. If the parties cannot resolve a dispute within thirty (30) days, either party may seek relief in the state or federal courts located in the chosen state.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign 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 provided the assignee assumes the assigning party's obligations hereunder.

Execution

This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be effective as originals.

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