Business Services CD

BUSINESS SERVICES CD

Parties and Contact Information

Recitals

WHEREAS, Client requires certain business services described herein and desires to retain the Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described below and is willing to provide such services to Client on the terms set forth in this Agreement effective as of .

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliverables described below. The description, milestones, and acceptance criteria shall be as follows:

Payment Terms

Client shall pay Service Provider the total fee of USD for the services rendered under this Agreement.

Deposit (if any): USD, due upon execution of this Agreement.

Invoices shall be submitted in writing to Client and are payable within days of invoice receipt. Overdue amounts shall bear interest at or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorney fees incurred to collect delinquent amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is marked confidential or that by its nature ought reasonably to be treated as confidential. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform obligations under this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the receiving party, to the extent permitted, provides prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in and to deliverables specifically produced for Client under this Agreement and paid for in full. Service Provider retains ownership of pre-existing materials, methodologies, tools, or know-how solely developed by Service Provider, and grants Client a non-exclusive license to any incorporated materials to the extent necessary to use the deliverables.

Independent Contractor; Insurance; Indemnity

Service Provider is an independent contractor and not an employee or agent of Client. Service Provider shall be responsible for all taxes, worker benefits, and insurance obligations related to its personnel. Service Provider shall maintain reasonable commercial insurance coverage and, to the extent permitted by law, indemnify and hold harmless Client from claims arising from Service Provider's negligence or willful misconduct in the performance of services.

Limitation of Liability

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives of the parties. If the dispute cannot be resolved by negotiation, the parties may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or such other address as a party may specify in writing. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

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