Business Marked Document

BUSINESS MARKED DOCUMENT

Parties

This Business Marked Document (the "Agreement") is entered into between Party A (Business): with principal address: and Party B (Business): with principal address: .

Recitals

WHEREAS, Party A is engaged in the business of providing goods and services in the ordinary course of business and represents that it has the experience, personnel, and resources necessary to perform the obligations described in this Agreement;

WHEREAS, Party B desires to engage Party A to perform certain services and deliverables specifically described herein, and Party A is willing to provide such services under the terms and conditions set forth below;

WHEREAS, the parties intend that all records, markings, and other business-sensitive materials exchanged under or in connection with this Agreement be governed by the confidentiality and marking requirements set forth below.

Scope of Work

Payment Terms

Total Compensation: $

Payment Terms: Unless otherwise specified in the Payment Schedule, invoices shall be due and payable within days from invoice date. Party B will remit payment in lawful currency by the method agreed in writing.

Late Payment: Any undisputed amount not paid within the period above shall accrue interest at the rate of % per month (or the maximum permitted by law, if less), plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date: Month Day Year .

Term Expiration Date: Month Day Year .

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any representation, warranty, or obligation under this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means any non-public business, technical, financial, marketing, operational, customer or supplier information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether disclosed orally, in writing, or by inspection, that is designated as confidential or which, by its nature, should reasonably be understood to be confidential.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or affiliates with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was in the Receiving Party's possession prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without duty of confidentiality; or (iv) is independently developed without use of or reference to the Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach and that injunctive or equitable relief may be sought without waiving any other remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of , without regard to its conflict of laws principles. Venue for any action arising out of this Agreement shall lie exclusively in the state or federal courts located in that jurisdiction.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or confidentiality breaches, neither party's aggregate liability under this Agreement shall exceed the total compensation paid or payable to Party A hereunder.

Notices

Entire Agreement

This Agreement, including any exhibits and written attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in a written instrument signed by duly authorized representatives of both parties.

Miscellaneous

Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in its entirety to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.

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