Business Impressions Document

BUSINESS IMPRESSIONS DOCUMENT

This Business Impressions Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Service Provider possesses expertise in evaluating and creating business-facing materials, visual presentation assets, and first-impression strategies intended to improve customer engagement and professional perception (the "Services");

WHEREAS, Client desires to engage Service Provider to provide the Services described in this Agreement and Service Provider is willing to perform such Services on the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations and other terms governing their relationship with respect to the Services.

Scope of Work

Service Provider will perform the Services described below. The Services shall include the deliverables, milestones and acceptance criteria set forth. Additional services beyond the written Scope of Work require a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for performance of the Services in accordance with this Agreement.

Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client is responsible for reimbursement of reasonable out-of-pocket expenses incurred by Service Provider in connection with performance of the Services if pre-authorized in writing.

Term and Termination

The term of this Agreement begins on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice of such breach. Upon termination, Client shall pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (i) limit disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; (ii) use Confidential Information solely for performance of the Services; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify for trade secret protection under applicable law.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing. Notices are effective upon receipt when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, costs and expenses arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, AND IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a change of control. Headings are for convenience only and shall not affect interpretation.

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