Business LLC Contract

Business LLC Contract

This Business LLC Contract (the "Agreement") is entered into as of (the "Effective Date"), by and between Company Name: , a limited liability company organized under the laws of ("Company"), and Other Party Name: ("Counterparty"). Each of Company and Counterparty shall be referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Company is engaged in the business of conducting commercial operations and providing goods and services consistent with its business purpose; and

WHEREAS, Counterparty desires to engage Company, and Company agrees to perform certain services for Counterparty on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their entire agreement regarding the subject matter herein.

Scope of Work

Company shall perform the services described below in a professional and workmanlike manner in accordance with accepted industry standards. The Parties agree that the specific tasks, deliverables, milestones, and acceptance criteria shall be as follows:

Payment Terms

As full consideration for the services and deliverables to be provided by Company under this Agreement, Counterparty shall pay Company in accordance with the terms below.

All amounts due hereunder are payable in United States dollars. If any undisputed amount is not paid when due, interest will accrue at the rate specified above and the non-defaulting Party may suspend performance until payment is made. Expenses reasonably incurred by Company in the performance of the services shall be reimbursed by Counterparty if pre-approved in writing.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until (the "Term").

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or by inspection, and shall include business plans, technical data, financial information, trade secrets, customer lists, and other information reasonably understood to be confidential.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the performance of its obligations under this Agreement. The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations; Warranties; Indemnification

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Company represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Each Party shall indemnify, defend and hold harmless the other Party and its officers, managers, members and agents from and against third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, provided that the indemnified Party gives prompt written notice of the claim and cooperates in the defense.

Limitation of Liability

Except for liability arising from a Party's breach of the confidentiality or indemnification provisions or for claims based on willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, whether arising in contract, tort (including negligence), strict liability, or otherwise. The aggregate liability of either Party for any and all claims arising out of or related to this Agreement shall not exceed the total amount paid or payable by Counterparty to Company under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being deposited in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested, to the addresses set forth below (or to such other address as either Party may designate by notice to the other).

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 law principles. The Parties shall attempt to resolve disputes arising under this Agreement through good faith negotiations. If the Parties are unable to resolve a dispute within thirty (30) days, either Party may seek equitable relief or pursue any other remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic signatures and facsimile copies shall be binding for all purposes.

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