Business Release Disclaimer

BUSINESS RELEASE DISCLAIMER

This Business Release Disclaimer (the "Disclaimer") is entered into between: Client Name: and Business Name: .

WHEREAS

WHEREAS, the Business Name agrees to provide certain services and/or materials to the Client Name as described below; and

WHEREAS, the Client Name desires to accept such services and/or materials and, in consideration thereof, agrees to release certain claims, provide indemnification, and accept the limitations of liability set forth in this Disclaimer.

WHEREAS, the parties intend that this Disclaimer govern the allocation of risk between them and define the rights and obligations arising from the provision, use, and dissemination of services, deliverables, and related materials.

SCOPE OF WORK

PAYMENT TERMS

Total Payment Amount: $

Late Payment Fee: on overdue amounts.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Disclaimer for convenience upon written notice to the other party not less than days prior to the effective termination date. Termination for material breach may be immediate if the breaching party fails to cure within days after written notice.

CONFIDENTIALITY

Each party acknowledges that confidential information disclosed by one party to the other shall be used solely for the performance of obligations under this Disclaimer. Confidential information does not include information that: (i) is or becomes publicly known through no breach of this Disclaimer; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of confidential information.

Confidentiality Term: years from the date of disclosure.

RELEASE, DISCLAIMER, AND INDEMNIFICATION

Client Name hereby releases and forever discharges Business Name, its officers, directors, employees and agents from any and all claims, liabilities, demands, or causes of action, whether known or unknown, arising out of or related to the services, deliverables, or use thereof, except to the extent caused by Business Name's gross negligence or willful misconduct.

Business Name disclaims all warranties, whether express, implied, statutory, or arising from course of dealing, including but not limited to implied warranties of merchantability and fitness for a particular purpose, except as expressly set forth in writing. Client Name agrees that Business Name's total liability for any claim arising out of or relating to this Disclaimer shall in no event exceed the total amounts paid to Business Name under this Disclaimer.

Client Name shall indemnify, defend and hold harmless Business Name from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of Client Name's use of deliverables, misuse of materials, or breach of this Disclaimer.

INTELLECTUAL PROPERTY AND PUBLICITY

Ownership of pre-existing intellectual property shall remain with the originating party. Unless otherwise agreed in writing, deliverables specifically created for the Client Name will be transferred upon full payment. Business Name retains the right to use non-confidential aspects of the work for promotional purposes unless Client Name selects below to restrict publicity.

Restrict Publicity: Client prohibits Business Name from using Client's name, logo, or project description for promotional purposes.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the authority to enter into this Disclaimer and that the individual signing on its behalf is duly authorized to bind the party to the terms herein.

GOVERNING LAW

This Disclaimer shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Disclaimer, together with any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements or representations, whether written or oral.

NOTICES

ACKNOWLEDGMENT

By signing below, the undersigned certify that they have read, understand, and agree to be bound by the terms of this Business Release Disclaimer, including the release, disclaimer of warranties, limitation of liability, and indemnification obligations contained herein.

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