Business Phase Contract

BUSINESS PHASE CONTRACT

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

RECITALS

WHEREAS, Client requires professional services and deliverables related to the project identified as and desires the work to be completed in defined phases; and

WHEREAS, Contractor represents that it has the necessary expertise, personnel and resources to perform the services for Phase described herein; and

WHEREAS, the parties wish to set forth the scope, schedule, compensation and other terms and conditions governing the performance of such phase.

SCOPE OF WORK

Deliverables will be deemed accepted by Client when delivered and either (a) Client provides written acceptance; or (b) Client fails to provide written rejection identifying in reasonable detail material nonconformities within days of delivery.

PAYMENT TERMS

Total Fee for this Phase: $

Invoices are due within days of invoice receipt. Late payments shall incur interest at on the outstanding balance, compounded monthly, or the maximum permitted by applicable law, whichever is lower.

All payments are exclusive of applicable taxes. Client is responsible for sales, use, value-added and other taxes related to the services, excluding taxes based on Contractor's net income.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will terminate on .

Either party may terminate this Agreement for convenience by giving the other party days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Contractor will deliver all work in progress and Client will pay Contractor for all work performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other under this Agreement, whether oral, written or electronic. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) limit disclosure to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information which: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was already in the receiving party's possession without restriction; (iii) is rightfully obtained from a third party without breach; or (iv) is independently developed without use of the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party will provide prompt notice and cooperate reasonably to limit disclosure.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Contractor retains ownership of Contractor pre-existing intellectual property and tools. Upon full payment, Contractor grants Client a non-exclusive, royalty-free license to use deliverables for Client's internal business purposes. Any third-party software or materials incorporated in deliverables are subject to their licensors' terms.

LIMITATION OF LIABILITY; INDEMNITY

Except for willful misconduct or breaches of confidentiality, in no event will either party be liable for incidental, special, consequential or punitive damages. Each party shall indemnify the other against third-party claims arising from its gross negligence or willful misconduct in performing this Agreement.

CHANGE ORDERS

Any change to the Scope of Work, schedule or fees must be documented in a signed written change order specifying the change, any adjustment to compensation, and any change to delivery dates. Contractor is not obligated to commence change order work until the parties have executed the change order.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by the laws of the State of without regard to conflict of law principles. The parties will attempt in good faith to resolve disputes through negotiation; if unsuccessful, disputes will be resolved in the state or federal courts located in the same State.

ENTIRE AGREEMENT

This Agreement, including any executed change orders and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. No amendment is binding unless in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an agency, partnership or joint venture between the parties or authorizes either party to bind the other.

Force Majeure: Neither party will be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

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