Business OL Document

BUSINESS OL DOCUMENT

This Business OL Document (the Agreement) is entered into as of Effective Date:

Client Name:   Client Address:

Service Provider Name:   Provider Address:

RECITALS

WHEREAS, the Client desires to retain the Service Provider to perform certain business services and deliverables as set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the skill, expertise, and personnel necessary to perform the services described herein and agrees to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payments, confidentiality, and other matters necessary to their commercial relationship.

SCOPE OF WORK

The Service Provider shall perform the services and deliver the deliverables described above in a professional manner consistent with industry standards. Any changes to the scope must be approved in writing by authorized representatives of both parties and, if applicable, shall be subject to adjustment in the compensation set forth below.

PAYMENT TERMS

Payments due to the Service Provider are payable within days from receipt of an undisputed invoice. The Client must notify the Service Provider in writing of any disputed portion of an invoice within the same period; undisputed portions remain payable when due.

If the Client fails to pay any amount when due, the Service Provider may suspend performance after providing seven (7) days' written notice, and shall be entitled to recover costs of collection, including reasonable attorneys' fees and interest as set forth above.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for cause may occur immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or, given the nature of the information, would reasonably be understood to be confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

The obligations in this section shall continue for a period of years following the termination or expiration of this Agreement, except with respect to trade secrets, for which protection will continue as long as such information qualifies as a trade secret under applicable law.

 Disclosure to affiliates, contractors, or advisors bound by confidentiality obligations is permitted where necessary for performance.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, the Service Provider shall retain ownership of its pre-existing intellectual property and tools. Upon full payment of amounts due, the Service Provider grants the Client a non-exclusive, perpetual license to any deliverables specifically created for the Client under this Agreement. The parties shall cooperate to execute documentation necessary to effectuate such transfer or license.

INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or its negligent or willful misconduct, except to the extent caused by the indemnified party's negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth above, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of resolving disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

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

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

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