Business Services Cast

BUSINESS SERVICES CAST AGREEMENT

This Business Services Cast Agreement ("Agreement") is made effective as of Effective Date: by and between Provider Name: , with principal place of business at (\"Provider\"), and Client Name: , with principal place of business at (\"Client\").

RECITALS

WHEREAS, Provider is engaged in the business of providing business services, including but not limited to production coordination, content curation, and distribution support for business-related casts and presentations; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider is willing to perform such services on the terms and conditions set forth herein.

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

SCOPE OF WORK

Provider shall perform the services described above in a professional manner consistent with industry standards. Provider will furnish all labor, equipment, materials, and supervision necessary to complete the services unless otherwise agreed in writing. Any material deviations or additions to the Scope of Work shall be documented in a written change order signed by both parties and shall specify any adjustments to compensation or schedule.

PAYMENT TERMS

Client shall pay Provider in accordance with the Payment Schedule. All payments are due within days of invoice unless otherwise agreed. Invoices will be sent to Billing Contact: at Billing Address: .

If Client fails to make any undisputed payment when due, Provider may suspend performance until payment is made. Client shall be responsible for reasonable collection costs, including attorneys' fees, for any amounts not paid when due.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

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

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any work product for which Provider has been paid.

CONFIDENTIALITY

Each party (\"Receiving Party\") acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (\"Disclosing Party\"). Confidential Information means non-public business, technical, financial or other information, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) use the Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of the Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations above shall not apply to information that is: (i) publicly known through no wrongful act of the Receiving Party; (ii) already rightfully known by the Receiving Party prior to disclosure; (iii) rightfully obtained by the Receiving Party from a third party without restriction; or (iv) independently developed by the Receiving Party without reference to the Confidential Information. Upon termination or upon written request, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in any pre-existing intellectual property and methodologies used by Provider in the performance of the services. Unless otherwise agreed, Client shall own deliverables specifically created for Client and paid for in full under this Agreement. Provider shall grant to Client a non-exclusive, worldwide license to any Provider-owned materials incorporated into deliverables to the extent necessary for Client's use of the deliverables as intended under this Agreement.

INDEPENDENT CONTRACTOR; COMPLIANCE

Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, or agency relationship between the parties. Provider is solely responsible for all taxes, withholdings, and other statutory obligations of its personnel. Each party shall comply with applicable laws and regulations in the performance of its obligations under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or a party's breach of its confidentiality obligations, neither party shall be liable to the other for special, incidental, consequential or punitive damages, even if advised of the possibility of such damages. Provider's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement in the six (6) months preceding the event giving rise to 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 agree that the state and federal courts located in that state shall have exclusive jurisdiction over disputes arising from this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth in the preamble or to such other address as either party may designate by written notice. Notice is effective upon receipt by personal delivery, confirmed facsimile, email with confirmation of receipt, or certified mail, return receipt requested.

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