Business Roots Document

Business Roots Document

This Business Roots Document (the "Agreement") is entered into as of Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client is engaged in the business of operating and developing commercial roots and heritage business initiatives and desires to retain Provider to perform certain professional services related to business foundation, strategy, and operational setup; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform such services and agrees to provide such services to Client on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Provider shall perform the services described below. The description is intended to capture the primary deliverables, timelines, and responsibilities. Any material changes to scope shall be documented in a written amendment signed by both parties.

Payment Terms

Client shall pay Provider for services performed as set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of on the unpaid balance, as permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may also terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress for which Client has paid, and Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, subject to any setoffs for Provider's uncured defaults.

Confidentiality

"Confidential Information" means non-public business, technical, financial or strategic information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) either orally or in writing that is designated as confidential or would reasonably be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public through no act or omission of Receiving Party; (ii) was lawfully in Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. If Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to Disclosing Party and cooperate in any reasonable protective measures.

Representations & Warranties; Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Provider shall indemnify, defend and hold harmless Client from and against all third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or breach of this Agreement. Client shall indemnify Provider for claims arising from Client's misuse of deliverables or breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless the parties agree otherwise in writing.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Entire Agreement; Amendment

This Agreement, including any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party; provided, however, that Provider may subcontract performance so long as Provider remains responsible for the subcontractor's acts and omissions.

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