Business Master Form

Business Master Form

Parties and Effective Date

This Business Master Form (the Agreement) is entered into as of (Effective Date) by and between:

Corporation    LLC    Partnership    Individual    Other

Corporation    LLC    Partnership    Individual    Other

Recitals

WHEREAS, Party A provides goods and/or services in the ordinary course of business and possesses the expertise and personnel necessary to perform the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to provide such services on the terms and conditions set forth herein, and the parties desire to set forth their general obligations and procedures for ordering and performing services under this Master Form.

Scope of Work

The scope, specifications, deliverables, milestones and acceptance criteria for work to be performed under this Agreement shall be set forth in Statements of Work (SOWs) executed by authorized representatives of both parties. The initial description of work to be provided under this Agreement is summarized below and is subject to modification by written SOW.

Payment Terms

Party B shall pay Party A for services rendered in accordance with the following payment provisions. Unless otherwise provided in a SOW, these payment terms govern all work performed under this Agreement.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all reasonable costs of collection, including attorneys' fees. Taxes shall be the responsibility of the party required by law to collect or remit such taxes unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon providing written notice to the other party no less than days prior to the intended termination date.

Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered.

Confidentiality

Each party (Recipient) shall hold in confidence Confidential Information disclosed by the other party (Discloser) and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of Recipient; (b) is rightfully received from a third party without restriction; (c) was known to Recipient prior to disclosure; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or upon Discloser's written request, Recipient shall return or permanently destroy Discloser's Confidential Information and certify destruction in writing. The obligations of confidentiality shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Limitation of Liability

Each party represents that it has the full right and authority to enter into this Agreement. Party A warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION, SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties. The indemnified party shall provide prompt written notice of claims and cooperate in the defense; however, the indemnifying party shall control the defense and settlement, provided no settlement imposes obligations on the indemnified party without its consent.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation where agreed in writing. Notices are effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any executed Statements of Work and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, consolidation, or sale of substantially all assets, provided the assignee assumes all obligations. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

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