Business IRL Document

BUSINESS IRL DOCUMENT

Parties and Effective Date

This Agreement is entered into as of (the "Effective Date") by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain professional services in connection with Client's business operations; and

WHEREAS, Service Provider has the experience, expertise and capacity to perform the services described in this Agreement and is willing to perform such services pursuant to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). Service Provider shall furnish all labor, supervision, materials and equipment required to perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

As full compensation for the Services, Client shall pay Service Provider as set forth below. All amounts stated below are payable in United States dollars.

Example: Client shall pay Service Provider an initial deposit of $ upon execution and remaining balance in accordance with the payment schedule above.

Unpaid amounts not received within days of the invoice due date shall incur a late fee equal to per month on the outstanding balance or the maximum permitted by law, whichever is less.

3. Term and Termination

The term of this Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including business plans, financial information, customer lists, technical data, and trade secrets. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) was known to the receiving party prior to disclosure without restriction; (ii) is or becomes publicly known through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to deliverables specifically prepared for Client under this Agreement (the "Work Product"), and Client shall have sole ownership of all intellectual property rights therein. Service Provider retains ownership of its pre-existing materials, tools and general skills; Service Provider grants Client a non-exclusive, royalty-free license to any of Service Provider's pre-existing materials incorporated into the Work Product solely to the extent necessary to use the Work Product for Client's internal business purposes.

6. Warranties and Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO OTHER WARRANTIES ARE MADE, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. Governing Law; Dispute Resolution

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

8. Entire Agreement; Amendments

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

9. Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor by operation of law. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

Execution

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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