Business Services Docusign Agreement

BUSINESS SERVICES DOCUSIGN AGREEMENT

Parties and Effective Date

This Business Services Docusign Agreement (the "Agreement") is made effective as of by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the personnel, skill, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider agrees to perform such services pursuant to this Agreement; and

WHEREAS, the parties intend for electronic signatures to bind the parties to this Agreement and agree that execution via electronic signature platform constitutes a valid, enforceable, and binding signature.

Scope of Work

Service Provider shall perform the services described below for Client in a timely, professional manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria shall be set forth as follows:

Payment Terms

As consideration for the services provided under this Agreement, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule and conditions stated.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

The term of this Agreement begins on and will continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, customer data, pricing, trade secrets, and technical information.

Each party shall: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the Confidential Information; or (iv) is required to be disclosed by law or regulation, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Representations, Indemnification, and Limitations

Each party represents that it has the full power and authority to enter into and perform this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Governing Law and 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 endeavor in good faith to resolve disputes through negotiation, and if unresolved, to submit disputes to binding arbitration in the county of the governing law state in accordance with the then-applicable arbitration rules.

Entire Agreement and Amendments

This Agreement, including any exhibits or 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, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Electronic Execution

The parties agree that this Agreement may be executed electronically and that electronic signatures shall be deemed original signatures for all purposes and shall have the same force and effect as original signatures.

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