Business INE Document

Business INE Document

Parties and Identifying Information

Effective Date:   Document Reference ID:

Recitals

WHEREAS, Party A is engaged in the business of providing goods and services as described in this agreement and has the capacity and authority to enter into this agreement; and

WHEREAS, Party B possesses the necessary expertise, personnel, and resources to perform the matters set forth in this agreement and desires to perform such services for Party A under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their agreement regarding the scope, payment, confidentiality, and other terms governing the relationship between them.

Scope of Work

The services to be provided by Party B to Party A are described below. Party B shall perform the services in a professional manner consistent with industry standards and shall provide any deliverables identified in this section.

Payment Terms

Party A shall pay Party B for the services performed in accordance with the terms below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late Payment: If any undisputed amount due is not received by Party B within days after the due date, Party A shall pay interest on the overdue amount at the rate of or the maximum rate permitted by law, whichever is less. Additionally, Party B may suspend performance upon written notice for unpaid amounts remaining outstanding for greater than days.

Term and Termination

This agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this agreement.

Start Date:   End Date:

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 if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is marked as confidential or would 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) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with reasonable protective measures.

Each party shall use Confidential Information solely for the performance of this agreement and shall restrict access to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full corporate power and authority to enter into this agreement and to perform its obligations hereunder. Party B warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims arising from the indemnifying party's breach of this agreement, gross negligence, or willful misconduct, subject to any limitations of liability set forth herein.

Limitation of Liability

Except for liability resulting from a party's gross negligence, willful misconduct, or breaches of confidentiality, neither party will be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of each party for direct damages arising out of or related to this agreement shall not exceed the total amounts paid or payable by Party A to Party B under this agreement during the twelve (12) months preceding the event giving rise to 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 its conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties agree to submit disputes to binding arbitration in the county of , unless otherwise agreed in writing.

Assignment and Subcontracting

Neither party may assign this agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this agreement in connection with a merger, sale of substantially all assets, or transfer to an affiliate, provided the assignee assumes the assigning party's obligations. Party B may subcontract portions of the work provided Party B remains responsible for the performance of subcontractors and ensures they are bound by confidentiality and other applicable provisions.

Amendment; Entire Agreement

This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, or agreements, whether written or oral. Any amendment or modification of this agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Additional Provisions

Severability: If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other right.

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