Business Global Form

BUSINESS GLOBAL FORM

Parties and Effective Date

This Business Global Form (the Agreement) is made and entered into as of (Effective Date), by and between:

Individual Corporation LLC Other

Individual Corporation LLC Other

WHEREAS

WHEREAS, Client Name: desires to obtain certain services related to international business operations and related advisory services; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to provide such services in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (the Services). The Services shall include, but are not limited to, the tasks set forth in the Scope of Work field.

2. Payment Terms

Client shall pay Service Provider for the Services as follows. Fees specified below are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

4. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether marked confidential or reasonably understood to be confidential, including business plans, financial data, technical information, customer lists, and pricing. Each party agrees to: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes public through no breach by the receiving party; (ii) was rightfully in the receiving party's possession without confidentiality obligations prior to disclosure; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Service Provider retains ownership of any preexisting intellectual property and general know-how. To the extent any preexisting materials are incorporated into deliverables, Service Provider grants Client a worldwide, royalty-free license to the incorporated preexisting materials solely as part of the deliverable.

6. Warranties; Limitation of Liability

Each party represents and warrants that it has the right and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" WITH NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Compliance; Export Controls

Each party shall comply with applicable laws, including export and sanctions laws. Client shall not request Services that would cause Service Provider to violate any such laws. Client is responsible for obtaining any consents, licenses, or permits required under applicable law for the use of Services in Client's jurisdictions.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with the arbitration rules agreed by the parties, with arbitration to be held in the agreed venue unless the parties agree otherwise.

9. Entire Agreement; Amendments

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

10. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices are effective upon receipt.

11. Miscellaneous

Relationship of the parties: The parties are independent contractors and nothing in this Agreement will be construed to create a joint venture, partnership, or employer-employee relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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