Business OnRamp Template

BUSINESS ONRAMP AGREEMENT

This Business OnRamp Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: desires to retain Service Provider to provide business onboarding, operational readiness, and initial market-entry planning services as further described in this Agreement.

WHEREAS, Service Provider Name: represents that it has the personnel, experience, and resources necessary to perform such services in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services described in the Scope of Work.

All fees are exclusive of applicable taxes which shall be paid by Client. Failure to pay within the time specified constitutes a material breach permitting Service Provider to suspend performance after ten (10) days' written notice.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured after ten (10) days' written notice specifying the breach.

Upon termination, Client shall pay for all work performed through the effective date of termination and for any non-cancellable commitments incurred by Service Provider in the performance of the services.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection. Each party shall: (a) maintain the confidentiality of the other party's Confidential Information; (b) not disclose such Confidential Information to any third party except to 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; and (c) use Confidential Information only for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is rightfully received from a third party without restriction. The receiving party acknowledges that monetary damages may be inadequate to remedy a breach of this section and agrees that injunctive relief may be sought in addition to other remedies.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, deliverables, and work product developed specifically for Client under this Agreement shall be deemed "Work Product." Service Provider grants Client a non-exclusive, perpetual license to use Work Product for Client's internal business purposes upon full payment. Service Provider retains ownership of its pre-existing materials, methodologies, tools, and templates used in the creation of Work Product.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and shall cooperate reasonably in the defense and settlement of such claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the county in which the Service Provider maintains its principal place of business.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other in accordance with this section.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The failure of either party to enforce any right or provision shall not be deemed a waiver of such right or provision in the future. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be deemed to have the same force and effect as originals.

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