Business Services DV Contract

BUSINESS SERVICES DV CONTRACT

Parties and Recitals

This Business Services DV Contract (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS, Client requires certain professional business services related to data validation, digital verification, and related consulting work (collectively, the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and qualifications necessary to provide such Services and agrees to perform the Services under the terms and conditions set forth in this Agreement.

Scope of Work

Acceptance of deliverables shall occur within days following Client's receipt, during which Client shall notify Service Provider in writing of any deficiencies consistent with the standards set forth in the Scope of Work.

Payment Terms

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule above and are due within days of receipt. Late payments shall incur a late fee of on any outstanding balance, plus reasonable collection costs.

Term and Termination

Term Commencement Date: .

Term Expiration Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice of breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public 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 does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

Receiving party shall: (i) use Confidential Information solely to perform obligations under this Agreement; (ii) restrict disclosure to those employees or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) implement reasonable physical and technical safeguards to protect Confidential Information.

Independent Contractor; Liability

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Service Provider shall be responsible for all taxes and insurance applicable to its personnel. Except for willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Notices

Entire Agreement; Amendments

This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous negotiations, proposals, agreements, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Remedies

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The remedies provided herein are cumulative and in addition to any other remedies available at law or equity.

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