Business Second Document

Business Second Document

This Business Second Document ("Agreement") is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing specialized business services and has represented that it possesses the requisite experience and personnel to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to establish their respective rights and obligations with respect to the services and compensation to be paid by Party B to Party A.

Scope of Work

Party A shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties may amend the scope in writing by mutual agreement.

Payment Terms

In consideration for the services rendered by Party A, Party B shall pay the compensation set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall incur the greater of the agreed late fee below or interest at the rate permitted by applicable law calculated from the date payment was due until paid in full.

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 to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach with reasonable particularity.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that ought reasonably to be understood as confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) or becomes generally available to the public other than through a breach of this Agreement, (b) rightfully received by the Receiving Party without restriction on disclosure from a third party, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except as permitted herein. The obligations in this Section shall survive termination of this Agreement for a period of years from the date of disclosure, except to the extent longer protection is required by law.

Intellectual Property

Unless otherwise agreed in writing, Party A retains ownership of pre-existing intellectual property and tools used in the performance of services. To the extent Party A creates new deliverables ("Deliverables") specifically for Party B under this Agreement and Party B has paid all amounts due, Party A hereby grants Party B a non-exclusive, perpetual, worldwide license to use such Deliverables for the purposes contemplated by this Agreement. Party A shall retain the right to use residual knowledge and general skills resulting from the performance of services.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid by Party B to Party A under this Agreement during the twelve (12) month period 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 in that state for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or such other address as a party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or employment relationship.

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