Business Primary Document

Business Primary Document

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client is engaged in lawful business activities and seeks to retain the Provider to perform services described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and expertise to perform the services contemplated herein and agrees to provide such services to Client under the terms and conditions set forth below.

WHEREAS, the parties desire to set forth in writing their respective duties, compensation and the contractual relationship between them.

Scope of Work

Provider will perform the services and deliverables described below. Provider shall perform the work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation: Client shall pay Provider the sum of USD for the services described in this Agreement, subject to the schedule below.

Invoices shall be rendered by Provider and are payable by Client within days of receipt unless otherwise agreed in writing.

Late Payments: Amounts overdue shall accrue interest at a rate of % per month (or the maximum rate allowable by law), plus reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement commences on the Effective Date set forth above and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure the breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party to the other that is marked confidential or would reasonably be understood to be confidential under the circumstances, including business plans, financial information, customer lists and technical data.

Obligations: Recipient shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Recipient shall take reasonable measures to protect Confidential Information, not less than those measures it uses to protect its own confidential information.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach by Recipient; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive for a period of following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement. Provider represents that the services will be performed in a professional manner consistent with industry standards.

Indemnity: Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, losses or damages arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable law and any limitations set forth herein.

Limitation of Liability

Except for liability arising from willful misconduct or indemnification obligations, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total fees paid to Provider under this Agreement in the six months preceding the claim.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within days, disputes may be submitted to mediation or other mutually agreed-upon alternative dispute resolution prior to resorting to litigation.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Amendments: No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

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

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