Business Multi-Document Template

BUSINESS MULTI-DOCUMENT TEMPLATE

This Business Multi-Document Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services as set forth in this Agreement and the attached Statement of Work; and

WHEREAS, Service Provider has the experience and capability to perform such services and is willing to perform the services pursuant to the terms and conditions of this Agreement in consideration of the payments described herein; and

WHEREAS, the parties intend for this Agreement to serve as the master contract that integrates the Statement of Work, Payment Terms, Confidentiality provisions, and other documents described herein.

SCOPE OF WORK

Service Provider will perform the services and deliverables described in the Statement of Work (Exhibit A). The Scope of Work shall include tasks, deliverables, milestones, acceptance criteria, and any schedules agreed by the parties. Any change to the Scope of Work shall be evidenced in a written change order signed by both parties and shall specify any resulting change in fees or schedule.

PAYMENT TERMS

As full compensation for the services rendered under this Agreement, Client shall pay Service Provider the amounts set forth below in accordance with the following schedule. All fees are payable in United States dollars and are exclusive of taxes unless otherwise stated.

Invoices shall be submitted by Service Provider upon completion of each milestone (or monthly, if so specified). Client shall pay undisputed invoiced amounts within days of invoice receipt. Disputed amounts must be identified in writing prior to payment.

Any undisputed amount not paid when due shall accrue a late fee of per month (or the maximum permitted by law, whichever is less), after a grace period of days.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party, (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and shall cooperate to seek an appropriate protective order.

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

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all deliverables and work product developed specifically for Client under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment of all amounts due. Service Provider retains ownership of its pre-existing intellectual property and general know-how. To the extent assignment is necessary to effectuate this provision, Service Provider hereby assigns to Client all right, title, and interest in such deliverables.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising out of its gross negligence or willful misconduct. Except for breaches of confidentiality, willful misconduct, or IP infringement indemnities, neither party's liability for any claim arising out of this Agreement shall exceed the amount actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If resolution cannot be reached within thirty (30) days, either party may pursue any available legal or equitable remedies in state or federal court located within the agreed jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, 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 under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate by notice. Notices shall be effective upon delivery if delivered personally, by courier, or by certified mail, or upon confirmed electronic transmission.

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