Business Permanent Terms

Business Permanent Terms

This Business Permanent Terms Agreement (the "Agreement") is made effective as of between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services set forth in this Agreement and represents that it has the necessary experience and resources to perform such obligations; and

WHEREAS, Party B desires to retain Party A on the permanent terms and conditions contained herein for an ongoing commercial relationship; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Party A shall provide the goods and/or services described below and any additional services agreed in writing by the parties. The parties acknowledge that specific tasks, deliverables, schedules, and performance standards may be appended as written statements of work executed by authorized representatives.

Payment Terms

In consideration for the services and goods described in this Agreement, Party B shall pay Party A the amounts and according to the schedule set forth below. All payments shall be made in lawful currency of the jurisdiction agreed by the parties and are exclusive of applicable taxes unless otherwise stated.

Unpaid amounts not disputed in good faith shall accrue interest at the rate specified above, calculated monthly from the invoice due date until paid. Party B shall be responsible for reasonable collection costs and attorneys' fees incurred by Party A to collect past due amounts.

Term and Termination

The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic business, technical and financial information disclosed by one party to the other, including pricing, trade secrets, customer lists, business plans, and proprietary processes. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to representatives with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach by the receiving party; (ii) was rightfully known to receiving party prior to disclosure; (iii) is received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by employees or agents of the receiving party without use of confidential materials. The obligations under this clause shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where protection shall continue for so long as the information qualifies as a trade secret under applicable law.

Liability and Indemnification

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses and expenses (including reasonable attorneys' fees) resulting from the indemnifying party's breach of this Agreement, negligent acts, or willful misconduct. Except for liability arising from personal injury, gross negligence, willful misconduct, or breach of confidentiality, the parties' aggregate liability to each other shall not exceed the amounts actually paid under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

Entire Agreement; Amendments

This Agreement (including all attachments and statements of work executed by the parties) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless 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 or sale of substantially all assets. Notices shall be in writing and delivered to the address set forth in the Parties section or to such other address as either party designates in writing.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms.

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