Business ILC Form

BUSINESS ILC FORM

Analysis Summary: This Business ILC Form functions as a bilateral general business agreement between two parties (Client and Provider) and includes WHEREAS recitals, a defined scope of services, detailed payment terms, term and termination provisions, confidentiality obligations, governing law and entire-agreement language. The instrument establishes payment schedules, late fees, notice requirements, survival of confidentiality, and signature blocks for both parties.

Parties

Corporation LLC Partnership Sole Proprietorship Other

Corporation LLC Partnership Sole Proprietorship Other

Recitals

WHEREAS, Client is engaged in the business of providing business operations, licensing or similar services and desires to retain Provider to furnish certain services in connection with Client's business as set forth in this Agreement; and

WHEREAS, Provider represents that Provider has the experience, personnel and resources to perform the services described in this Agreement, and Provider agrees to perform such services for Client pursuant to the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows effective as of .

Scope of Work

Provider shall perform the services and deliverables described below. Provider will perform services in a professional and workmanlike manner consistent with industry standards. Changes to the scope must be made in writing and signed by both parties.

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the services. All amounts payable are exclusive of taxes unless otherwise specified. Provider shall submit invoices in accordance with the schedule below.

If any undisputed invoice is not paid within the invoicing period above, Client shall pay interest on the overdue amount at a rate of % per month (or the maximum lawful rate, if lower), and a minimum late fee of may apply.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach if such breach is not cured within 15 days after written notice of the breach.

Upon termination, Client shall pay Provider for services performed and expenses incurred up to the effective date of termination. Sections concerning confidentiality, indemnity, limitation of liability and payment for accrued obligations shall survive termination.

Confidentiality

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial or other information marked confidential or which, by its nature, should reasonably be understood to be confidential. The Receiving Party shall not use or disclose Confidential Information except as necessary to perform under this Agreement or as required by law; provided that the Receiving Party shall provide prompt written notice to allow the Disclosing Party to seek protective measures.

The obligations of confidentiality shall remain in effect for years following termination or expiration of this Agreement, except for trade secrets which shall be protected for so long as they retain the status of trade secret under applicable law.

Indemnification & Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

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

Entire Agreement

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings and representations, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by an authorized representative of each party.

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Delivery may be effected by hand, certified mail (return receipt requested) or overnight carrier.

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