Business Prompt Document

Business Prompt Document

Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to develop, refine, and deliver business prompts, prompt templates, and related advisory materials for Client's commercial use (the "Services"); and

WHEREAS, Service Provider represents that it has the experience, skill, and personnel necessary to perform the Services in a professional manner under the terms set forth in this Business Prompt Document (this "Agreement"); and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Services and related deliverables.

Scope of Work

Service Provider shall perform the Services described below and in any attached schedules. Deliverables shall be provided in the formats agreed by the parties and shall conform to the specifications and timelines described in this section.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms.

All amounts payable under this Agreement are exclusive of taxes unless otherwise stated. Client shall pay all undisputed invoices within the period specified above. Disputed amounts must be raised in writing within ten (10) days of receipt of invoice and the parties shall use commercially reasonable efforts to resolve any dispute promptly.

Term and Termination

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Termination shall not relieve Client of the obligation to pay for Services performed and accepted prior to termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any 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, including trade secrets, business plans, financial data, product designs, and client lists.

Obligations: Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses with its own confidential information but not less than reasonable care; (ii) not use Confidential Information for any purpose other than performing this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors on a need-to-know basis who are bound by obligations of confidentiality no less protective than those herein.

Exceptions and Duration: Confidential Information does not include information that (a) is or becomes public through no fault of Receiving Party; (b) was rightfully known by Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction. The obligations of confidentiality survive for a period of three (3) years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property; License

Ownership: Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use, reproduce, and modify the final deliverables created under this Agreement for Client's internal and commercial purposes. Service Provider retains ownership of any pre-existing materials, methodologies, or tools used in performance of the Services and hereby grants Client a non-exclusive license to the extent necessary to use the deliverables.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between executive representatives. If the parties cannot resolve the dispute within forty-five (45) days, either party may pursue any available remedy in the courts of that state.

Entire Agreement; Amendment

This Agreement, including any attached schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and executed by duly authorized representatives of both parties.

Notices

All notices, demands, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as a party may designate by notice in accordance with this section.

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.

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