Business Overflow Document

BUSINESS OVERFLOW DOCUMENT

This Business Overflow Agreement (the Agreement) is made effective as of between:

RECITALS

WHEREAS, Client requires temporary or overflow business services to address capacity constraints, seasonal demand, or project-specific workload, and desires to engage Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it possesses the personnel, skills, facilities, and insurance necessary to perform the overflow services described herein, and agrees to provide such services in accordance with the terms, schedules, and specifications agreed between the parties; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such overflow services in this written Agreement.

SCOPE OF WORK

Service Provider shall perform overflow services including, but not limited to, the tasks described below and any related incidental tasks reasonably necessary for completion. Detailed deliverables, acceptance criteria, and any milestones will be as set forth in writing and signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following terms.

All invoices shall state the hours or units completed, reference the applicable Scope of Work item, and include reasonable supporting detail. Client shall pay undisputed amounts within days of receipt of invoice. Disputed amounts must be submitted in writing within the payment period and the parties shall negotiate resolution in good faith.

TERM & TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business information, technical data, trade secrets, customer lists, pricing, financial information, and other information that a reasonable person would understand to be confidential. Each receiving party 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) not disclose Confidential Information to any third party except as expressly permitted under this Agreement; and (c) use Confidential Information only for the performance of this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully 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. Upon termination or request, the receiving party shall return or certify destruction of Confidential Information, except as required to be retained by law or internal document retention policies.

INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend, and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and permit the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that admits fault by the indemnified party or imposes obligations on the indemnified party without its prior written consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written statements of work or change orders executed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification will be binding unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, or joint venture relationship.

NOTICES

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