Business Flex Declaration

BUSINESS FLEX DECLARATION

This Business Flex Declaration ("Declaration") is made as of by and between:

RECITALS

WHEREAS, Business Name: provides goods and/or services and maintains operational practices that may be adapted for flexible engagement or scheduling as required by business needs; and

WHEREAS, Recipient Name: seeks to engage Business under terms that permit temporary, recurring, or situational adjustments to scope, scheduling, staffing, or deliverable timing (collectively "Flex Arrangements"); and

WHEREAS, the parties desire to record the material terms, payment arrangements and protections that will govern any Flex Arrangements entered into during the Term set forth below.

SCOPE OF WORK

The parties agree that specific Flex Arrangements will be described in one or more statements of work or task orders which shall be governed by the terms of this Declaration. Each statement of work shall identify deliverables, performance standards, and any special scheduling or staffing requirements.

PAYMENT TERMS

In consideration for services performed under any Flex Arrangement, Recipient shall pay Business the amounts set forth in each statement of work. Unless otherwise specified in a statement of work, the parties agree to the following default payment terms:

Payments are due within days of invoice unless otherwise agreed in writing. Late payments will accrue interest at the rate of percent per annum (calculated monthly), or the maximum lawful rate if lower. Recipient shall also be responsible for reasonable collection and legal fees incurred by Business in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Declaration or any individual Flex Arrangement for convenience upon giving written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Recipient of its obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Declaration by the receiving party; (b) was in the receiving party's possession free of any obligation of confidentiality prior to disclosure by the disclosing party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Declaration or the applicable Flex Arrangement, and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know who are bound by obligations of confidentiality at least as protective as those set forth herein. The obligations of confidentiality survive termination or expiration of this Declaration for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party prompt written notice to allow the disclosing party to seek protective relief.

GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising under or in connection with this Declaration.

ENTIRE AGREEMENT; MISCELLANEOUS

This Declaration, together with any statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to Flex Arrangements and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, relating thereto. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Declaration is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Declaration without the prior written consent of the other, except that Business may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes Business's obligations hereunder.

Remedies provided in this Declaration are cumulative and in addition to any other remedies available at law or in equity. The parties acknowledge that a breach of the confidentiality provisions would cause irreparable harm for which monetary damages would be inadequate and that the non-breaching party shall be entitled to seek injunctive relief without posting bond in addition to any other remedies.

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