Business Finishing Packet

BUSINESS FINISHING PACKET

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name: seeks completion and formal closeout of specified business development, compliance, and operational tasks necessary to place certain business activities into full operational status; and

WHEREAS, Service Provider Name: has the experience and personnel to perform the finishing services described herein and will perform such services pursuant to the terms of this Packet and any attached Work Order; and

NOW, THEREFORE, the parties agree as follows.

Scope of Work

The Service Provider shall complete the following tasks, deliverables, and approvals necessary to finish the project. Deliverables shall be produced in a workmanlike manner consistent with industry standards and any specifications listed below.

Payment Terms

Client shall pay Provider for the work performed in accordance with the amounts and schedule set forth below. All amounts are in U.S. dollars unless otherwise agreed in writing.

Late fee: of overdue balance per month, compounded monthly, after a grace period of days. Provider reserves the right to suspend work for nonpayment after written notice.

Term and Termination

This Packet commences on the Start Date and, unless earlier terminated in accordance with this section, will expire on the End Date.

Start Date:

End Date:

Either party may terminate this Packet for material breach if the breaching party fails to cure within the notice period specified above. Upon termination, Client shall pay Provider for all services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party 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 ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by a breach of this Packet; (b) was lawfully in a party's possession prior to disclosure; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party and limits disclosure to the extent possible.

The receiving party 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. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, worldwide, perpetual license to use deliverables delivered under this Packet solely for Client's internal business purposes. Provider retains ownership of pre-existing materials, tools, methodologies, and templates. Any third-party materials used in deliverables will be subject to their respective license terms and disclosed to Client.

Warranties; Indemnity; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this express warranty, services are provided "AS IS" and Provider disclaims all other warranties. Each party shall indemnify the other against third party claims arising from its 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 will exceed the total amounts paid under this Packet in the preceding twelve (12) months.

Governing Law; Dispute Resolution

This Packet shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith through negotiation for not less than thirty (30) days prior to initiating formal proceedings. If litigation is necessary, it shall be brought in the state or federal courts located in the jurisdiction specified below.

Entire Agreement; Amendments

This Packet, together with any attached Work Orders, exhibits, and written amendments executed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Certifications and Administrative Items

Client certifies that it has the authority to enter into this Packet and that any funds required for payment are available and authorized for use. Provider certifies that it maintains all licenses and insurances required to perform the services and will provide certificates upon reasonable request.

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