Business Form Packages

BUSINESS FORM PACKAGES AGREEMENT

Parties

Recitals

WHEREAS, Client Name: desires to purchase one or more business form packages for use in its operations; and

WHEREAS, Provider Name: is engaged in the business of preparing, configuring, and delivering business form packages and related services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will supply and Client will purchase the form packages described herein.

Scope of Work

Provider will create, assemble, and deliver business form packages as set forth below. The scope includes drafting, customization, electronic delivery, and reasonable revisions necessary to achieve the agreed deliverables.

Package Inventory and Pricing

The parties agree the following packages, quantities, and unit prices constitute the initial order. Provider will invoice according to the Payment Terms below.

Payment Terms

Client shall pay Provider for the services and form packages in accordance with the amounts and schedule set forth below. All payments are non-refundable except as expressly set forth in this Agreement.

Client is responsible for any collection costs and reasonable attorneys' fees incurred by Provider to collect past-due amounts. Unless otherwise specified, all fees do not include taxes which will be charged in addition where applicable.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Termination does not relieve Client of payment obligations for services performed or items delivered prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, including pricing, business forms, templates, trade secrets, and proprietary processes. Recipient shall hold Confidential Information in strict confidence, use it solely for performance under this Agreement, and not disclose it to any third party except as required by law or with prior written consent of the Discloser.

Upon termination or expiration, Recipient shall return or destroy Confidential Information as requested and certify such return or destruction in writing. The obligations of confidentiality shall survive termination for a period of years, provided that trade secrets and materials required to be maintained in confidence by law shall continue indefinitely.

Intellectual Property & License

Provider retains all right, title and interest in and to the underlying intellectual property, templates, and methods used to create the form packages. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use the delivered form packages for Client's internal business purposes only. Client shall not resell, sublicense, or distribute the forms without Provider's prior written consent.

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. The parties agree that venue for any dispute shall lie in the courts of that state.

Representations, Warranties & Limitation of Liability

Each party represents and warrants that it has the right and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner. EXCEPT FOR THE FOREGOING, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement

This Agreement, together with any attachments and schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as either party designates in writing. Notices are effective upon receipt.

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