Business Extended Agreement

BUSINESS EXTENDED AGREEMENT

This Business Extended Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing the goods and services described in this Agreement and possesses the expertise, personnel, and facilities necessary to perform such services in a professional manner; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement, and Service Provider desires to accept such engagement under the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Service Provider shall provide the goods and services described in the scope below. Deliverables, milestones, acceptance criteria, and any third-party dependencies must be described with sufficient specificity to permit objective determination of completion.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the performance of services in accordance with this Agreement. All payments shall be made in United States dollars unless otherwise agreed in writing.

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of receipt of a correctly submitted invoice.

Amounts unpaid after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with all reasonable collection costs, including attorneys' fees. Late payments shall also entitle Service Provider to suspend performance upon seven (7) days' prior written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. Termination for convenience by Client prior to completion of the Scope of Work may require payment for work performed, non-cancellable commitments, and reasonable wind-up costs as detailed in the Payment Terms.

CONFIDENTIALITY

Each party ("Recipient") shall hold in confidence and not disclose any Confidential Information of the other party ("Discloser") except as necessary to perform under this Agreement. Confidential Information includes non-public business, technical, financial, and product information disclosed in any form. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to Recipient prior to receipt; or (d) is independently developed by Recipient. Recipient may disclose Confidential Information pursuant to a lawful order of a court or governmental authority provided Recipient provides prompt notice to Discloser to permit Discloser to seek a protective order.

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 conflicts of law principles. The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation between senior representatives. If the parties cannot resolve the dispute within thirty (30) days, the dispute may be submitted to binding arbitration in accordance with the rules agreed by the parties, unless jurisdictional mandatory rules require otherwise.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all 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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be 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 set forth below or to such other address as either party may specify in writing. Notice is effective upon receipt when delivered personally, by nationally recognized overnight courier, or by electronic mail with confirmation of transmission where receipt is acknowledged.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, provided that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets so long as the assignee assumes Service Provider's obligations under this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and shall be construed so as to effectuate the original intent to the greatest extent permitted by applicable law.

Remedies: Except as expressly limited herein, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. Each party acknowledges that a breach of the confidentiality obligations may cause irreparable harm and that the injured party shall be entitled to seek injunctive relief in addition to any other remedy.

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