Business FEG Document

Business FEG Document

Parties and Effective Date

This Business FEG Document (the "Agreement") is made and entered into as of between:

Corporation LLC Individual Other

Corporation LLC Individual Other

Recitals

WHEREAS, Party A provides business advisory, management, or technical services and has expertise relevant to the scope of work described below; and

WHEREAS, Party B desires to engage Party A to perform the services described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to such engagement.

Scope of Work

Party A shall perform the services and deliverables described below in accordance with the terms of this Agreement. The parties acknowledge that any material changes to scope will be documented in a written amendment signed by both parties.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A the fees and expenses set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing.

Payments shall be made as follows:

Late payment shall accrue interest at per month (or the maximum permitted by applicable law, if less). A minimum late fee of shall apply to any invoice more than 30 days past due. Party A may suspend performance if undisputed amounts remain unpaid after written notice and a 10-day cure period.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days written notice to the other party. Either party may terminate immediately upon material breach by the other party that is not cured within 30 days following written notice of such breach. Termination shall not relieve either party of payment obligations for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") except as necessary to perform under this Agreement. "Confidential Information" means non-public information disclosed in any 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, including business plans, pricing, customer lists, and technical data.

The Recipient shall use 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. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Recipient prior to disclosure as shown by written records; or (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

Upon termination or written request, the Recipient shall promptly return or destroy all materials containing Confidential Information and provide written certification of such return or destruction, except to the extent retention is required by law or for archived backup purposes under secure conditions.

Intellectual Property

Unless otherwise agreed in writing, Party A retains ownership of pre-existing intellectual property and methodologies. Work product specifically commissioned and paid for under this Agreement (together, "Deliverables") shall be owned by Party B upon full payment, except for any underlying pre-existing intellectual property of Party A, which is licensed to Party B on a non-exclusive, royalty-free basis to the extent incorporated in the Deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim under this Agreement shall exceed the total fees paid or payable to Party A under this Agreement in the 12 months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be effective upon receipt.

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 state and federal courts located within that state for disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives.

Sign Now