Business NN Form

BUSINESS NN FORM

Parties

Effective Date: .

Recitals

WHEREAS, Client Name: seeks to retain the services of Contractor Name: to perform the services described in this Agreement;

WHEREAS, Contractor has represented that it has the experience, personnel, and resources to perform such services in a professional and timely manner and is willing to provide such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Contractor shall perform the tasks and deliverables described below. Contractor will provide personnel, equipment, materials, and supervision as required to complete the work in a commercially reasonable manner and in accordance with the schedule agreed by the parties.

Payment Terms

Client shall pay Contractor for the services performed under this Agreement in accordance with the amounts and schedule set forth below. Payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices shall itemize fees and expenses in reasonable detail. Unless otherwise stated in this Agreement, Client shall reimburse Contractor for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance, subject to submission of supporting documentation.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and 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"). Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those contained herein. A Receiving Party may disclose Confidential Information to the extent required by law, provided the Receiving Party uses reasonable efforts to provide the Disclosing Party with prompt written notice and to obtain a protective order or similar remedy to preserve confidentiality.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Representations, Indemnity, and Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Contractor represents that services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Contractor harmless from third-party claims arising from Client-provided materials or Client's misuse of deliverables, except to the extent caused by Contractor's gross negligence or willful misconduct. Except for liability arising from a party's breach of its confidentiality obligations or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages.

Entire Agreement

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Executed by the parties as of the Effective Date first written above.

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