Business MOA

Business MOA

This Memorandum of Agreement ("Agreement") is made effective as of (the Effective Date), by and between:

Parties

Sole Proprietorship Corporation Limited Liability Company Partnership Other

Sole Proprietorship Corporation Limited Liability Company Partnership Other

Recitals

WHEREAS, Party A operates a business engaged in providing certain goods and services and has the capacity to perform the obligations set forth herein; and

WHEREAS, Party B desires to procure Party A's services for the limited purpose described in this Agreement, and the parties wish to memorialize their mutual understandings and obligations; and

WHEREAS, the parties intend that this Agreement define the scope, schedule, compensation, confidentiality obligations, and processes for termination applicable to the work to be performed.

Scope of Work

Party A shall perform the services and deliver the goods described below in accordance with the terms of this Agreement. Deliverables, acceptance criteria, and any milestones shall be as set forth in the description field.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A in accordance with the terms set forth below.

Any undisputed amount unpaid when due shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Party A may suspend performance if invoices are more than days overdue following written notice.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for days after delivery of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement. The Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound to confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement, was rightfully in the Receiving Party's possession prior to disclosure, was lawfully obtained by the Receiving Party from a third party, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

The parties acknowledge that breach of this confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy; therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies available at law or equity.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by the gross negligence or willful misconduct of the indemnified party.

Limitation of Liability

Except for liability arising from a party's breach of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability for any claim under this Agreement shall not exceed the total fees paid or payable to Party A under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of resolving disputes arising under this Agreement.

Entire Agreement

This Agreement, including any attachments or schedules 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 understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth in the Parties section or such other address as a party designates in writing.

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