Business High Form

BUSINESS HIGH FORM

RECITALS

WHEREAS, Client Name: with principal place of business at (the "Client");

WHEREAS, Service Provider Name: with principal place of business at (the "Service Provider");

WHEREAS, the parties desire to set forth the terms under which the Service Provider will perform services for the Client, effective as of (the "Effective Date").

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. The Service Provider shall provide all labor, materials, equipment, and supervision necessary to complete the work unless otherwise specified.

PAYMENT TERMS

In consideration for the services rendered, the Client agrees to pay the Service Provider as set forth below. All fees are exclusive of taxes unless otherwise stated.

The Service Provider will submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Payment shall be made in U.S. dollars to the account designated by the Service Provider.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date, unless earlier terminated pursuant to this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations that accrued prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, 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 (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to confidentiality obligations at least as protective as those herein.

Confidentiality Term: years following termination or expiration of this Agreement. Exclusions include information that is or becomes publicly known other than through a breach of this Agreement, independently developed by the receiving party without use of the disclosing party's Confidential Information, or required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, reputable overnight courier, or certified mail (return receipt requested).

MISCELLANEOUS

Relationship of the Parties: The Service Provider is an independent contractor and not an employee, partner, or agent of the Client. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or successor in interest.

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

ENTIRE AGREEMENT

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

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