Business Redwine Document

BUSINESS REDWINE DOCUMENT

This Business Redwine Document (the Agreement) is entered into effective as of Effective Date: by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business advisory, operational, or project services related to the Client's business operations, and Service Provider represents that it has the experience and capability to perform such services under the terms set forth herein.

WHEREAS, Service Provider will perform services pursuant to a defined Scope of Work and in accordance with the Payment Terms and schedule agreed by the parties, and will exercise reasonable skill, care, and diligence in the performance of its duties.

WHEREAS, the parties desire to set forth their respective rights and obligations in writing in order to avoid future disputes and to protect confidential information exchanged in connection with the engagement.

SCOPE OF WORK

Service Provider shall perform the services described below. The Scope of Work shall include specific deliverables, milestones, and acceptance criteria as set forth in this section or as otherwise mutually agreed in writing.

PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client shall pay the fees and reimburse expenses as set forth below. All payments shall be in United States dollars unless otherwise agreed in writing.

If any undisputed amount due is not paid within the time specified in the Invoice Terms, Client shall pay interest on the overdue amount at the rate of per month, compounded monthly, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon delivering the notice described above. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses properly incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party in connection with the services, including business plans, financial information, customer lists, trade secrets, methodologies, and other proprietary information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) 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) not disclose Confidential Information to any third party except to employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, perpetual, worldwide license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains all rights, title and interest in its pre-existing materials, methodologies, and know-how. Any third-party materials incorporated into deliverables will be subject to the applicable third-party license terms.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid or payable under this Agreement during the twelve (12) months preceding the event giving rise to liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, or payment schedules expressly incorporated herein in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier service, or hand delivery and shall be deemed given upon receipt.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.

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