Business Pro Agreement

BUSINESS PRO AGREEMENT

This Business Pro Agreement ("Agreement") is made effective as of by and between Client Name: with principal place of business at:

and Service Provider Name: with principal place of business at:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform professional services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents and warrants that it possesses the qualifications, experience, and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement of Service Provider by Client.

SCOPE OF WORK

Service Provider shall provide the services, deliverables, and milestones described below. Service Provider shall perform the services in accordance with schedules and specifications agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for the services rendered. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due and payable within days of receipt unless otherwise stated. Overdue amounts shall accrue interest at a rate of percent per month (or the maximum lawful rate, if lower) and Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 10 days following written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and any work in progress, and Client shall pay for services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, would reasonably be considered confidential. Confidential Information does not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly available through no breach of this Agreement, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) limit disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. The obligations set forth in this section shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Except for Service Provider's pre-existing intellectual property and tools, Service Provider hereby assigns to Client all right, title and interest in and to all work product, deliverables, inventions, and materials created specifically for Client under this Agreement upon full payment of amounts due. Service Provider shall retain ownership of methodologies, know-how, and general skills used to perform services but shall not use Client Confidential Information to create derivative works for others.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and nothing in this Agreement shall create an employer-employee, joint venture, partnership, or agency relationship. Service Provider shall be responsible for all taxes and benefits for its personnel and shall maintain appropriate insurance coverage for the performance of the services.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims arising out of bodily injury, death, or third-party property damage caused by the indemnifying party's negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If negotiation fails, disputes shall be resolved by the state or federal courts located in the chosen state.

NOTICES

All notices, requests, and other communications 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.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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