Business Information Layout

BUSINESS INFORMATION LAYOUT

Parties

WHEREAS

WHEREAS, Client Name: seeks to engage Provider Name: to perform professional business services described herein; and

WHEREAS, the parties desire to document the scope, payment terms and other material provisions governing the engagement effective as of .

Business Information

Sole Proprietorship    Partnership    Corporation    LLC    Other

Scope of Work

Provider shall perform the services and deliverables described below in accordance with the standards and schedules set forth. Services not expressly described below are outside the scope of this Agreement unless mutually agreed in writing.

Payment Terms

Client agrees to pay Provider the amounts described below in consideration of services performed. Provider shall submit invoices in accordance with the schedule selected below. Unless otherwise agreed in writing, invoices are due and payable within the stated payment period.

All amounts payable under this Agreement are exclusive of taxes. Client shall be responsible for sales, use, value‑added and other taxes, but not Provider's income taxes.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

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

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non‑public information disclosed by one party ("Disclosing Party") to the other ("Recipient") in any form, whether oral, written or electronic, 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.

Recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement.

Confidential Information does not include information that: (i) was in Recipient's possession prior to receipt from Disclosing Party without restriction; (ii) is or becomes public through no fault of Recipient; (iii) is lawfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Disclosing Party's Confidential Information. Upon written request or upon termination, Recipient shall promptly return or destroy Confidential Information and certify such return or destruction.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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 principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits, attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or on the third business day after mailing by certified mail, return receipt requested, to the addresses specified above or such other address as a party may specify in writing.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of the assigning party's business by merger or sale of assets.

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