Business Safe Harbor Agreement

BUSINESS SAFE HARBOR AGREEMENT

This Business Safe Harbor Agreement ("Agreement") is entered into by and between:

Client Name:

Service Provider Name:

Effective Date:

RECITALS

WHEREAS, Client operates a business that requires certain operational protections, risk allocation, and limited liability treatment for specified activities; and

WHEREAS, Service Provider furnishes services, advice, or products to Client and desires to document the conditions under which the parties will treat certain transactions and communications as subject to the safe harbor protections set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of permissible reliance, preserve confidentiality where required, and establish limitations on liability and remedies consistent with applicable law.

SCOPE OF WORK

The services described in the Scope of Work are to be performed in a commercially reasonable manner in accordance with industry standards. Any deviation from the Scope of Work that materially affects deliverables or timelines shall require written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

If any undisputed amount payable under this Agreement is not received by the receiving party within days after the due date, the delinquent amount shall accrue interest at per month (or the maximum rate permitted by law, if lower). The assessment of late fees does not preclude the right to terminate for material breach where permitted by this Agreement.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice. Termination does not relieve either party of obligations accrued prior to termination, including payment for services performed.

CONFIDENTIALITY

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

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is lawfully obtained from a third party without obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or court order, provided that the receiving party provides prompt written notice to the disclosing party and cooperates reasonably in any effort to obtain confidential treatment or a protective order.

LIMITATION OF LIABILITY & SAFE HARBOR

Each party's liability for claims arising out of or relating to this Agreement shall be limited to direct damages not to exceed the amount of fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for special, exemplary, indirect, incidental, consequential, or punitive damages, including lost profits, regardless of whether such damages were foreseeable. The foregoing limitations will not apply to liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations.

The parties agree that this Agreement establishes a safe harbor for specified business communications and limited liability arrangements as set forth herein and that such allocations are an essential basis of the bargain between the parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. Venue for any litigation arising out of this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or addenda signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

GENERAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and will be enforced to the maximum extent permitted by law. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

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