Business Farver Document

Business Farver Document

Effective Date:

Parties

Corporation LLC Individual Other

Recitals

WHEREAS, Company Name: seeks specialized business services related to operations, strategy, or advisory support commonly known as "farver" services; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and technical competence to perform such services; and

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

Scope of Work

The Provider shall perform the services described below. Provider shall deliver services in a professional and workmanlike manner consistent with industry standards and the timelines set forth in this document.

Payment Terms

Compensation to Provider shall be as follows. All references to "days" in payment provisions mean calendar days unless otherwise specified.

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the due date, Provider may charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and may suspend performance until payment is made.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach that remains uncured for days following written notice.

Effect of Termination: Upon termination, Provider shall deliver all completed work and any work in progress for which Company shall pay within the payment terms for work performed through the effective date of termination. Confidential materials and proprietary information shall remain subject to the confidentiality obligations below.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing, or by inspection, 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: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by obligations of confidentiality no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) was known to the receiving party without restriction prior to disclosure, (ii) is or becomes public through no fault of the receiving party, (iii) is rightfully received from a third party without a duty of confidentiality, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Intellectual Property & Deliverables

Ownership: Unless otherwise agreed in writing, Company shall own all deliverables and work product produced specifically for Company under this Agreement upon payment in full. Provider shall retain ownership of its pre-existing intellectual property and tools, and grants Company a non-exclusive, royalty-free license to any Provider materials incorporated into deliverables solely as necessary for Company's use of the deliverables.

Warranties; Limitation of Liability

Provider warrants that services will be performed with reasonable skill and care. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

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 and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a change of control. Notices: Notices must be in writing and delivered to the addresses provided above.

Severability: If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Waiver: Failure to enforce any provision will not constitute a waiver of that provision.

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