Business Remote Agreement

BUSINESS REMOTE AGREEMENT

This Business Remote Agreement ("Agreement") is entered into on Effective Date: by and between Client Name: and Remote Service Provider Name: .

PARTIES

RECITALS

WHEREAS, Client engages Provider to perform remote services and deliverables as set forth in this Agreement; and

WHEREAS, Provider represents that it has the requisite skill, capacity and experience to perform remote services in a reliable, secure and professional manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will deliver remote services to Client.

SCOPE OF WORK

Provider shall perform services and deliverables as specified below. Provider shall follow Client's reasonable policies for remote work, maintain regular communication, and provide progress reports as required.

PAYMENT TERMS

Client will pay Provider for the services described in the Scope of Work in accordance with the following terms.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: .

Either Party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either Party may terminate immediately for material breach if the breach is not cured within 15 days after receipt of written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, customer and personnel information disclosed by one Party to the other, whether written, oral or electronic. Each Party shall (a) use Confidential Information only for the performance of this Agreement, (b) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is (i) publicly known other than by breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

All work product, deliverables and inventions created or developed by Provider specifically for Client under this Agreement (collectively "Work Product") shall be deemed work made for hire and, to the extent not owned by Client upon creation, Provider hereby irrevocably assigns to Client all right, title and interest in and to such Work Product worldwide, including copyrights and moral rights. Provider shall execute such further documents and take such actions as Client may reasonably request to perfect Client's ownership.

INDEPENDENT CONTRACTOR; COMPLIANCE

Provider is an independent contractor and not an employee, partner or agent of Client. Provider is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort. Provider shall comply with all applicable laws, regulations and Client policies applicable to the performance of the services.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or claims of intellectual property infringement, neither Party shall be liable for consequential, incidental, special or punitive damages. Provider shall indemnify and hold Client harmless from claims arising out of Provider's breach of this Agreement, negligence, or willful misconduct.

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 laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attached schedules or statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement 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 contact information provided above or to such other address as a Party designates by written notice in accordance with this section.

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