Business Freestyle Agreement

Business Freestyle Agreement

This Business Freestyle Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: desires to engage Provider to perform certain business services and deliverables as set forth in this Agreement;

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and capability to provide such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform services for Client.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The description below constitutes the primary scope of work and may be supplemented by written change orders executed by both parties.

PAYMENT TERMS

Client agrees to pay Provider the compensation set forth below in consideration for the services and deliverables described in this Agreement. All payments are due in United States dollars unless otherwise stated in writing.

All payments that are not disputed in good faith will be subject to the late fee specified above if not received within the Payment Due period. Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts. Unless otherwise agreed, invoices are submitted by Provider upon delivery of milestones or monthly as specified in the Payment Schedule.

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 without cause upon providing the other party with the written notice described above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause does not waive remedies otherwise available at law or equity.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those of its employees, agents, or contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by Receiving Party; (ii) was known to Receiving Party prior to receipt from Disclosing Party; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information as required by law, regulation, or court order, provided Receiving Party uses reasonable efforts to provide Disclosing Party prompt notice and, where lawful, an opportunity to seek protective measures.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that State, and the parties hereby consent to personal jurisdiction and venue in such courts.

ADDITIONAL TERMS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other party from and against losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of a third-party claim to the extent resulting from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party will be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement will not exceed the total compensation actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including all exhibits and change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement will be effective unless in writing and signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by law.

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