Business RP Document

BUSINESS RP DOCUMENT

Effective Date:

Parties

Individual   Corporation   LLC   Partnership

Individual   Corporation   LLC   Partnership

Recitals

WHEREAS, Party A desires to engage Party B to perform certain business services and deliverables as described in this Agreement; and

WHEREAS, Party B represents that it has the experience, personnel, and resources necessary to perform such services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Party B shall perform the services and deliver the work product described below. The services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Invoices shall be submitted by Party B and are due Net days from invoice date. Past due amounts shall accrue interest at % per month (or the highest rate permitted by applicable law), together with any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Party B shall deliver all completed work and any work in progress to Party A and shall be entitled to payment for services performed and expenses incurred through the effective date of termination, subject to offsets for damages or breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each receiving party shall (a) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential obligations shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective measures.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of or relating to this Agreement.

Additional Provisions

Independent Contractor: Party B is an independent contractor and nothing contained in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other party from and against all claims, losses, liabilities, costs, and expenses arising from the indemnifying party’s breach of this Agreement, negligence, or willful misconduct, except to the extent such claims arise from the indemnified party’s gross negligence or intentional misconduct.

Limitation of Liability: Except for a party's willful misconduct or liability arising from a breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total compensation paid or payable to Party B under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits, 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 written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

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