Business Release and Contract

BUSINESS RELEASE AND CONTRACT

This Business Release and Contract (the Agreement) is entered into as of by and between Client Name: , with principal place of business at (Client), and Contractor Name: , with principal place of business at (Contractor).

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain business services and deliverables described in this Agreement; and

WHEREAS, Contractor represents that it has the professional competence, capacity, and experience to perform such services and deliverables in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations, including a mutual release of certain claims as provided below.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $ payable according to the schedule below. Client shall pay Contractor in U.S. dollars unless otherwise agreed in writing.

Invoices shall be delivered to Client in writing and are due within days of receipt unless otherwise specified in the Payment Schedule.

Late Payment Fee: Unpaid amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client is also liable for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach that is not cured within a reasonable cure period specified in a written demand for cure, or immediately for bankruptcy or insolvency of the other party.

Upon termination, Contractor shall deliver to Client all completed work and such partially completed work as requested; Client shall pay Contractor for all work performed and expenses reasonably incurred through the effective date of termination, subject to setoff for proven damages.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written, or electronic, that is identified as confidential or that reasonably should be understood to be confidential. Each party agrees to hold the other's Confidential Information in strict confidence and to use it only for performance under this Agreement. 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 fault of the receiving party, or (c) is rightfully received from a third party without restriction.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they retain their trade secret status.

RELEASE AND LIMITED WAIVER OF CLAIMS

Subject to the exceptions set forth below, Client hereby fully, finally and forever releases and discharges Contractor and its officers, directors, employees, agents and affiliates from any and all claims, demands, causes of action, liabilities, damages, costs and expenses, whether known or unknown, arising out of or related to the Work performed under this Agreement through the Effective Date, except claims arising from Contractor's willful misconduct or gross negligence.

This release does not affect Client's right to pursue equitable relief for ongoing or continuing breaches of this Agreement or enforcement of Contractor's obligations to assign intellectual property as set forth herein.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement that are subject to copyright or other intellectual property rights upon full payment. Contractor retains ownership of its preexisting tools, software, and methodologies and grants Client a nonexclusive, nontransferable license to any Contractor materials incorporated into deliverables solely to the extent necessary for Client's use of the deliverables.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles. The parties agree to attempt good-faith negotiation to resolve disputes; if unresolved, disputes shall be submitted to binding arbitration in the county of the governing law state, unless the parties mutually agree otherwise in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform the obligations herein. Contractor further represents that the services will be performed in a professional and workmanlike manner in accordance with industry standards.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be 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, except to a successor in interest to all or substantially all of a party's assets or business to which this Agreement relates.

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