Business Form K

BUSINESS FORM K

Parties and Recitals

Client Name:

Client Address:

Contractor Name:

Contractor Address:

WHEREAS, Client seeks to retain Contractor to perform certain business services as described in this Agreement; and

WHEREAS, Contractor represents that Contractor has the professional capability, experience, and resources to perform the described services in a timely and professional manner; and

WHEREAS, the Parties desire to set forth, in writing, their respective rights and obligations with respect to such services.

Agreement Effective Date

Effective Date:

Scope of Work

Description of Services: The Contractor shall perform the services and deliver the deliverables described below in accordance with the terms of this Agreement.

Deliverables and Acceptance Criteria:

Payment Terms

Contract Amount (total): $

Invoice Submission: Contractor shall submit invoices to Client at the address stated above or at the electronic address provided by Client. Client shall pay undisputed amounts within days of receipt.

Late Payment: Unpaid balances shall accrue a late fee of % per month (or the maximum permitted by law, if less) until paid, plus any reasonable collection costs.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Termination for Convenience: Either Party may terminate this Agreement upon days' advance written notice to the other Party. Termination shall not relieve Client of the obligation to pay for work performed and accepted prior to the effective date of termination.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches any material provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, and proprietary information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, in writing, or by inspection.

Obligations: The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely for the performance of its obligations under this Agreement. The Receiving Party shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party; or (iv) is required to be disclosed by law or legal process, provided the Receiving Party gives prompt written notice and limits disclosure to the minimum required.

Intellectual Property and Work Product

Work Product Ownership: Unless otherwise agreed in writing, all original work product and deliverables created by Contractor specifically for Client under this Agreement shall be deemed "work made for hire" and assigned to Client upon full payment. Contractor shall retain ownership of pre-existing materials and tools, provided Contractor grants Client a nonexclusive, perpetual license to use any incorporated pre-existing materials to the extent necessary to use the deliverables.

Representations, Warranties and Indemnification

Mutual Representations: Each Party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor further represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification: Contractor shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Contractor's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent such claims arise from Client's breach, negligence, or misuse of the deliverables.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

Disputes: The Parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within days, the Parties may pursue any available legal or equitable remedies in the courts located in the jurisdiction specified above.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits, schedules, 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, proposals, and communications, whether oral or written.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

Independent Contractor: Contractor is an independent contractor. Nothing in this Agreement creates an employment, joint venture, or agency relationship between the Parties.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a Party may designate in writing, and shall be deemed effective upon receipt.

Administrative Details

Signatures

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