Business Information IN

BUSINESS INFORMATION IN

Recitals

WHEREAS, the entity identified as ("Provider") is engaged in the business of providing professional goods or services for commercial clients; and

WHEREAS, the entity identified as ("Client") desires to retain Provider to perform certain services described below and Provider is willing to perform such services under the terms and conditions set forth in this Business Information IN and accompanying agreement; and

WHEREAS, the parties intend for this document to record business information, define the scope of work, set payment terms, and establish standard contractual protections effective as of .

Business Details

Sole Proprietor Corporation LLC Partnership Other

Scope of Work

The Provider agrees to perform the services and deliverables described below. The scope shall include tasks, milestones, deliverables, and any applicable acceptance criteria. Changes to the scope shall be subject to written amendment signed by both parties.

Payment Terms

Client shall pay Provider the amounts set forth below in consideration for the Services. All payments are due in U.S. dollars and are non-refundable except as expressly stated.

All undisputed invoices are payable within the period set forth in the schedule. If Client disputes any invoiced amount, Client must notify Provider in writing within ten (10) days of receipt of the invoice with detailed grounds for the dispute and supporting documentation. Provider retains the right to suspend performance for overdue amounts following five (5) days' written notice.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this section, shall expire on .

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by obligations of confidentiality no less protective than those herein; and (c) take commercially reasonable measures to protect Confidential Information. Confidential Information shall not include information that is or becomes publicly known through no breach, is developed independently, or is rightfully received from a third party without restriction. Remedies at law for breach of confidentiality may be inadequate; accordingly, the non-breaching party shall be entitled to equitable relief.

Governing Law

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

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third‑party claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liabilities arising from gross negligence, willful misconduct, or infringement of third-party intellectual property rights, neither party's aggregate liability shall exceed the total amount paid or payable under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement

This document, together with any schedules or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Certifications & Authorized Representatives

The undersigned represent and warrant that they are duly authorized to execute this document on behalf of the respective parties and that the information provided herein is true and correct to the best of their knowledge.

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