Business Gunset Template

BUSINESS GUNSET TEMPLATE

Effective Date:

Parties

Corporation LLC Sole Proprietorship Other:

Corporation LLC Sole Proprietorship Other:

WHEREAS

1. Party A is engaged in the business of assembling, configuring, and delivering a set of hardware, tools, documentation, and related services intended for business operations (the "Gunset"); Party A has represented that it possesses the experience, personnel, and resources necessary to provide the Gunset and related services.

2. Party B desires to purchase or license, and Party A agrees to supply, the Gunset on the terms and conditions set forth in this Agreement; the Parties intend for this Agreement to govern the scope, delivery, payment, confidentiality, and legal relationship between them.

3. The Parties desire to set forth their respective rights and obligations in writing.

Scope of Work

Party A shall provide the following services and deliverables as part of the Gunset. The description shall include physical items, software or configuration, installation, testing, documentation, training, and support obligations. Timeframes and acceptance criteria shall be set forth below.

Payment Terms

Party B shall pay Party A the compensation described below in consideration for the Gunset and services. All payments are exclusive of applicable taxes unless otherwise required by law.

If any undisputed amount is not paid when due, Party A may charge interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law, plus a late fee of $ per late invoice. Interest shall accrue daily from the due date until paid.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided below, continues until the End Date or until all obligations have been performed.

Start Date:    End Date:

Either Party may terminate this Agreement for material breach by the other Party that remains uncured for days following written notice specifying the breach. Either Party may terminate for convenience upon providing days' prior written notice to the other Party. Termination does not relieve either Party of obligations accrued prior to termination.

Confidentiality

Each Party (the "Recipient") shall keep confidential all nonpublic information disclosed by the other Party (the "Discloser") that is marked confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) was already known by the Recipient without obligation of confidentiality; (b) becomes publicly available through no fault of the Recipient; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Recipient.

The Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict access to Confidential Information to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations of confidentiality survive termination for years, or for such period as required by applicable law.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend, and hold harmless the other Party from and against third-party claims arising out of the indemnitor's gross negligence or willful misconduct, breach of its confidentiality obligations, or infringement of third-party intellectual property rights by materials provided by the indemnitor. Except for indemnification for bodily injury, willful misconduct, or a Party's breach of confidentiality, neither Party shall be liable for consequential, special, incidental, or punitive damages, and aggregate liability shall be limited to the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties shall first attempt to resolve disputes in good faith through senior management negotiation for a period of 30 days prior to pursuing litigation or other remedies.

Entire Agreement; Amendment

This Agreement, including its attachments and any executed statements of work, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

Assignment: Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets so long as the assignee assumes the obligations hereunder. Notices required under this Agreement shall be in writing and delivered to the addresses provided above.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the Parties' original economic intent.

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