Business Pony Document

BUSINESS PONY AGREEMENT

This Business Pony Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: and Party B: .

Recitals

WHEREAS, Party A provides business consulting, operational support, and related services and possesses the personnel and expertise necessary to perform the services contemplated by this Agreement; and

WHEREAS, Party B desires to engage Party A to perform certain services under the terms and conditions set forth in this Agreement, and Party A agrees to provide such services to Party B on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

Party Information

Scope of Work

Party A shall perform the services described below for Party B in accordance with the specifications, schedules, and standards set forth herein. Services shall be performed by qualified personnel and in a professional manner consistent with industry standards.

Payment Terms

In consideration for the services provided by Party A, Party B shall pay Party A in accordance with the terms below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Party A shall submit invoices in accordance with the payment schedule. Unless otherwise agreed, Party B shall pay undisputed invoices within thirty (30) days of receipt. Disputed amounts must be notified in writing within fifteen (15) days and the parties shall promptly attempt to resolve the dispute in good faith.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Either party may also terminate for convenience upon providing the required notice period; in such event, Party A shall be compensated for work performed through the effective date of termination in accordance with the Payment Terms.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction and without breach of obligation to the disclosing party; (c) is independently developed without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with any reasonable protective measures.

The receiving party shall: (i) hold Confidential Information in strict confidence and take all reasonable precautions to protect it; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Warranties; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Party A warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN 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 its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or 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, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be reformed to the extent necessary to make it enforceable. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and scanned copies of signatures shall be deemed original signatures for all purposes.

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