Business LSC Document

Business LSC Document

Parties

Recitals

WHEREAS, Company Name: is engaged in the business of acquiring services and desires to retain the Provider to perform certain services on the terms set forth herein;

WHEREAS, Service Provider Name: possesses the expertise and resources necessary to perform the services described below;

WHEREAS, the parties agree that this Business LSC Document shall be effective as of Effective Date: , (the "Effective Date").

Scope of Work

The Provider shall provide the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree that the Provider's obligations shall include, without limitation, the following:

Payment Terms

Total Compensation: $ . The Provider shall invoice the Company in accordance with the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Payment Due: Net days from receipt of a proper invoice. Late payments shall incur a late fee of on the outstanding principal, or the maximum allowed by law, whichever is less.

Term and Termination

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

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

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral or digital, that is designated as confidential or which a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Obligation: Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted under this Agreement, and (iii) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that is (a) publicly available without breach of this Agreement, (b) already known to the receiving party without restriction, (c) independently developed by the receiving party, or (d) required to be disclosed by law, provided the disclosing party is given prompt written notice and opportunity to seek protective measures.

Duration of Confidentiality Obligations: years from the date of disclosure; provided, however, that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Representations; Indemnity; Limitation of Liability

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Provider represents that it will perform services in a professional manner consistent with industry standards.

Indemnity: The Provider shall indemnify and hold harmless the Company from and against any third-party claims arising out of the Provider's gross negligence or willful misconduct in performing the services under this Agreement, subject to all applicable limitations on liability.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability shall not exceed the total amounts actually paid to the Provider under this Agreement.

Governing Law; Dispute Resolution

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 law principles.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between designated representatives. If the dispute cannot be resolved within sixty (60) days, either party may pursue any remedy available at law or equity in the courts located in the governing state.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Authority: Each signatory below represents that they are duly authorized to execute and deliver this Agreement on behalf of the party for whom they sign.

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