Business Forms Update

BUSINESS FORMS UPDATE AGREEMENT

Parties

Sole Proprietorship    Corporation    Limited Liability Company    Partnership    Other

Sole Proprietorship    Corporation    Limited Liability Company    Partnership    Other

Recitals

WHEREAS, Client desires to engage Provider to perform updates, redesign, revision, and standardization of business forms, templates, and associated instructions (the "Forms Update") for use in Client's operations; and

WHEREAS, Provider has represented that it possesses the expertise, personnel, and resources necessary to perform the Forms Update in accordance with the specifications agreed by the parties; and

WHEREAS, the parties wish to set forth the terms and conditions upon which Provider will perform the Forms Update effective on the Effective Date of this Agreement: Effective Date:

Scope of Work

Provider will perform the following tasks and deliverables as part of the Forms Update. Provider shall deliver drafts, incorporate Client feedback, and deliver final, production-ready forms and any accompanying instruction documents or fillable templates as specified below.

Payment Terms

Client shall pay Provider for the services described in this Agreement as follows.

Lump sum upon final delivery    Deposit with balance upon acceptance    Milestone payments as set forth in Scope    Recurring (monthly) payments

If milestone or recurring payments are selected, specify schedule details and amounts:

Provider shall submit invoices in accordance with the schedule above. Client shall pay undisputed invoices within days of receipt. Disputes to any invoice must be delivered in writing within the payment period and shall not relieve Client of liability for undisputed amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if the breach remains uncured for a period of days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination, subject to any set-offs permitted by this Agreement.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) related to business operations, forms, templates, workflow, pricing, personnel, or technical processes, whether disclosed orally, in writing, or electronically, and 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.

The Receiving Party shall (a) use Confidential Information only for purposes of performing its obligations under this Agreement, (b) restrict disclosure to those of its employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality no less protective than those in this Agreement, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

The obligations in this Confidentiality section shall not apply to information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already in the Receiving Party's lawful possession prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information if required by law or court order, provided that, where permitted, the Receiving Party gives prompt written notice to the Disclosing Party to allow it to seek protective relief.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which obligations shall survive as long as such information remains a trade secret under applicable law. The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be insufficient and that injunctive relief may be an appropriate remedy.

Intellectual Property; Licenses

Unless otherwise agreed in writing, Client shall own the final updated forms and templates delivered by Provider under this Agreement; Provider shall retain ownership of its pre-existing tools, templates, methodologies, and intellectual property that were developed prior to or outside this engagement. Provider grants Client a non-exclusive, perpetual, worldwide license to any Provider-owned components embedded in the deliverables solely to the extent necessary for Client's internal use of the deliverables.

Governing Law; Dispute Resolution

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 will attempt in good faith to resolve any dispute arising under or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within 30 days, the parties may pursue any rights or remedies available at law or in equity.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement; Amendments

This Agreement, including any attachments and the Scope of Work described herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be made in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: 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, acquisition or sale of substantially all of its assets. Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses of the parties on record. Severability: If any provision is held invalid, the remainder of the Agreement shall remain in effect.

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