Business Schema

Business Schema

Parties

Recitals

WHEREAS, Client Name: and Service Provider Name: desire to set forth the terms under which Provider will perform services for Client; and

WHEREAS, the parties wish to define the scope, payment, confidentiality, term and other obligations in a binding written agreement effective as of Effective Date: ; and

WHEREAS, Provider has the professional experience, personnel and capacity to perform the services described below and Client desires to engage Provider on the terms contained herein.

Scope of Work

Provider shall perform the services and deliverables described below. The description is intended to be comprehensive of the initial engagement; any material change shall require written amendment signed by both parties.

Payment Terms

In consideration for the services, Client shall pay Provider as follows. All amounts are in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Provider in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Disputed portions must be contested in good faith and do not excuse payment of undisputed amounts.

Term and Termination

This Agreement commences on Start Date: and continues 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 termination. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Client of its obligation to pay for services properly performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether marked confidential or reasonably understood to be confidential. Each receiving party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses with its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations survive termination for a period of years, except for trade secrets which shall be protected for so long as they qualify as trade secret under applicable law. Exceptions include information that is (i) already known to the receiving party without restriction, (ii) becomes publicly available through no breach, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without reference to the Confidential Information.

Representations and Warranties; Liability

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Neither party shall be liable for consequential, incidental, special, punitive or exemplary damages, except for liability arising from gross negligence or willful misconduct. Aggregate liability shall be limited to the amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for any disputes arising under this Agreement, unless the parties otherwise agree in writing.

Entire Agreement

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

Notices

Notices must be in writing and delivered to the addresses provided in this Agreement by personal delivery, overnight courier, or certified mail (return receipt requested), or by email where receipt is acknowledged in writing by the receiving party.

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