Business LR Document

BUSINESS LR DOCUMENT

This Business LR Document (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Individual Corporation LLC/Partnership

Individual Corporation LLC/Partnership

Recitals

WHEREAS, Party A has expertise and capacity to provide the goods and services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that their respective rights and obligations be set forth in this legally binding Agreement.

Scope of Work

The services to be performed shall include the work described in the Description of Services above and such additional tasks as are reasonably necessary to accomplish the objectives set forth, subject to mutual written agreement for changes in scope or deliverables.

Payment Terms

All payments are due in accordance with the Payment Schedule. Payments not received within the period stated on an invoice shall accrue the Late Fee stated above, calculated from the invoice due date until paid in full. Party A shall submit invoices to Party B and Party B shall pay undisputed invoices within the time specified in the Payment Schedule.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: .

Either party may terminate this Agreement for material breach by the other party that is not cured within the Notice Period for Termination after receipt of written notice specifying the breach. Either party may also terminate for convenience upon giving the Notice Period for Termination. Upon termination, each party shall promptly return or destroy Confidential Information of the other and pay any undisputed amounts due for services rendered through the termination date.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential. Confidential Information excludes information that (a) is or becomes publicly known through no breach of this Agreement, (b) was known to the receiving party prior to disclosure without restriction, (c) is rightfully received from a third party free of restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party agrees to hold Confidential Information in strict confidence, to use it only to perform obligations under this Agreement, and not to disclose it to third parties except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality survive termination for a period of years.

Nothing in this Agreement limits either party from seeking injunctive or other equitable relief to prevent or remedy unauthorized disclosure of Confidential Information.

Representations, Warranties and Indemnity

Each party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations. Party A warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. Party A does not warrant that services will be uninterrupted or error-free.

Each party agrees to indemnify, defend and hold harmless the other party from claims, losses, and liabilities arising from its breach of this Agreement, gross negligence, or willful misconduct, subject to applicable law.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of the confidentiality or indemnification provisions, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

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. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes, except that either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm.

Entire Agreement; Amendments

This Agreement, together with any written exhibits and accepted change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed 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. The headings in this Agreement are for convenience only and shall not affect interpretation. Notices under this Agreement shall be in writing and delivered to the addresses provided above.

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