Business Memo Configuration

BUSINESS MEMO CONFIGURATION

This Business Memo Configuration Agreement ("Agreement") is entered into effective as of by and between with principal offices at (hereafter "Provider"), and with principal offices at (hereafter "Client").

WHEREAS

WHEREAS, Provider is engaged in the business of drafting, configuring, and producing standardized business memoranda, internal communication templates, and related documentation ("Memos"), and possesses the technical capability and personnel necessary to perform the services described herein; and

WHEREAS, Client requires the creation, configuration, and delivery of certain Memos, including specification of layout, approval workflows, metadata fields, distribution lists, and retention tags, as further described in the Scope of Work; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will prepare and deliver configured Memos and related services to Client.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and deliverables provided under this Agreement.

All fees are exclusive of taxes. Client is responsible for any taxes, duties, or withholdings imposed by applicable authorities, except taxes based on Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Effective Date set forth above and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for services performed and work in progress as of the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain as confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall include drafts, templates, distribution lists, retention schedules, system access credentials, and any memo configurations.

The Receiving Party shall not use Confidential Information except as necessary to perform its obligations under this Agreement; shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but with no less than reasonable care; and shall limit disclosure to representatives with a need to know who are bound by confidentiality obligations no less restrictive than those in this Agreement.

The obligations in this section shall not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known by the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party to seek confidential treatment or a protective order.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider retains all intellectual property rights in pre-existing materials, tools, templates, and methodologies used or developed in the performance of the services. Upon full payment of fees due for the Project, Provider grants Client a non-exclusive, non-transferable license to use the delivered Memos and configurations for Client's internal business purposes.

WARRANTIES, LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits executed 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 modification or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties represent that each signatory below has full power and authority to enter into this Agreement on behalf of the party for which they sign. If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

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