Business Package Forms

BUSINESS PACKAGE FORMS

This Business Package Agreement (the Agreement) is entered into as of (Effective Date), by and between:

RECITALS

WHEREAS, Client requires a business package of services and deliverables as described in this Agreement, and Service Provider represents that it has the qualifications, experience and resources necessary to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the services and deliver the business package to Client, including payment, schedule, confidentiality and acceptance procedures;

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables that comprise the Business Package. The scope shall include tasks, milestones, deliverables, acceptance criteria and any specific exclusions. Any modification to this scope must be in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Service Provider for the Business Package in accordance with the terms set forth below. All amounts are in United States currency unless otherwise stated.

All undisputed payments not received within the agreed terms shall incur the late payment fee specified above and Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations; and (c) not use it except to perform under this Agreement. Confidential Information does not include information that is publicly known, rightfully received from a third party without breach, independently developed, or required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective measures.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Client shall receive a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment. If the parties intend an assignment of intellectual property, such assignment must be expressly set forth in writing and signed by both parties.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligence or willful misconduct. Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid under this Agreement during the 12 months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts in that jurisdiction for disputes arising hereunder.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notice is effective upon receipt.

ACKNOWLEDGMENT

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the signatory signing on its behalf is duly authorized, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

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