Business Services Contractor Agreement

Business Services Contractor Agreement

Parties

Client Name:

Contractor Name:

Individual Corporation LLC Partnership

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business services described herein, and Contractor represents that it has the qualifications, experience and ability to perform such services in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Client effective as of the Effective Date: .

Scope of Work

Contractor shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope set forth below may be amended only by written agreement signed by both parties.

Payment Terms

Client shall pay Contractor the compensation set forth below in consideration for the performance of the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments not disputed in good faith shall incur a late fee equal to % per month on the outstanding balance, or the maximum allowed by law, whichever is less, plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on the Start Date: and, unless earlier terminated pursuant to this Agreement, will expire on the End Date: .

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. 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.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party to the other party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Contractor and Client shall each (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (iii) use Confidential Information solely to perform obligations under this Agreement. The obligations set forth in this Section shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with any lawful effort to limit disclosure.

Relationship; Indemnification; Liability

Contractor is an independent contractor and not an employee, agent, partner or joint venturer of Client. Contractor shall be solely responsible for all taxes, insurance and other statutory obligations relating to its personnel. Contractor shall indemnify and hold harmless Client from and against any claims, liabilities or expenses arising out of Contractor's negligence or willful misconduct in the performance of Services, except to the extent caused by Client's gross negligence or willful misconduct.

Except for willful misconduct or breaches of confidentiality, in no event will either party be liable for consequential, incidental, special or punitive damages. The total aggregate liability of either party arising out of this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Intellectual Property

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to any deliverables specifically created for Client pursuant to this Agreement and paid for in full. Contractor retains ownership of its preexisting materials, tools, templates, and methodologies, and grants Client a non-exclusive, perpetual license to use any Contractor preexisting materials embedded in the deliverables solely as incorporated into those deliverables.

Governing Law; Dispute Resolution

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. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties submit to the exclusive jurisdiction of the state and federal courts located in the foregoing state.

Entire Agreement; Amendment

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

Notices

All notices under this Agreement shall be in writing and shall be sent to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, confirmed email transmission, or three (3) days after deposit in the United States mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that they have had the opportunity to consult counsel and that any rule requiring interpretation against the drafter shall not apply.

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