Business LBPD Document

Business LBPD Document

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

Client Name:    Entity Type: Corporation LLC Other

Service Provider Name:    Address:

WHEREAS

WHEREAS, Client operates a business engaged in lawful commercial activities and seeks certain limited business process, data handling, and operational support services described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and systems necessary to perform the services in a commercially reasonable manner and is willing to provide such services to Client on the terms set forth in this Agreement; and

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

Scope of Work

Provider shall perform the services described above in accordance with accepted industry standards and shall assign personnel with appropriate qualifications. Any material change to the scope must be agreed in writing and executed as an amendment to this Agreement.

Payment Terms

All payments are due in the currency specified in the invoice and are non-refundable except as expressly provided herein. Overdue payments shall accrue interest at the rate set forth above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period above following written notice. Provider may terminate immediately if Client fails to pay undisputed amounts when due. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, client lists, pricing, processes, and data.

Each party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely for the performance of this Agreement.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates to seek confidential treatment or protective measures.

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 agree to attempt good faith resolution of disputes through negotiation for thirty (30) days prior to initiating litigation. Notwithstanding the foregoing, either party may seek injunctive relief where necessary to protect Confidential Information or intellectual property.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid by Client to Provider under this Agreement in the preceding twelve (12) months.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held 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 party, except to a successor by merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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