Business MRD Document

Business MRD Document

This General Business Agreement ("Agreement") is made effective as of by and between:

Corporation   LLC   Sole Proprietor   Other:

Corporation   LLC   Sole Proprietor   Other:

Recitals

WHEREAS, Party A is engaged in the business of providing products, technical specifications, market requirement data, and related services as set forth herein; and

WHEREAS, Party B desires to retain Party A to deliver a Market Requirements Document and related deliverables describing product requirements, target markets, and acceptance criteria in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the work to be performed and payments to be made.

Scope of Work

Party A shall prepare and deliver a Market Requirements Document ("MRD") describing product features, user personas, market analysis, prioritized requirements, acceptance criteria, and implementation considerations. Deliverables shall include drafts and a final MRD as set forth in the schedule below.

Payment Terms

In consideration for the services and deliverables described in this Agreement, Party B shall pay Party A in accordance with the following terms.

Late payments shall accrue interest at % per month on the outstanding balance, or a fixed fee of USD, whichever is greater, plus reasonable collection costs and attorneys' fees.

Wire Transfer   Check   Credit Card   Other:

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 material breach if the breaching party fails to cure the breach within the stated cure period after receipt of written notice. Termination shall be without prejudice to any accrued rights or liabilities.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product requirements, pricing, customer lists, and technical information.

Each recipient shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the confidentiality of such information. The obligations under this Section shall survive termination for .

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of breach of this Agreement; (ii) was lawfully in the possession of the recipient prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed by the recipient without use of Confidential Information.

Warranties and Liability

Each party represents and warrants that it has the right and authority to enter into this Agreement. Party A warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, ALL OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Party B to Party A under this Agreement in the preceding twelve (12) months.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes may be submitted to mediation or litigation as the parties agree.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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