Business Services EFOC IO

BUSINESS SERVICES EFOC IO

Insertion Order Number:

Recitals

WHEREAS, Client Name: is engaged in the business described above and desires to retain Provider to perform business services as set forth in this Insertion Order and General Business Agreement;

WHEREAS, Service Provider Name: agrees to provide such services under the terms, schedules, and payment provisions contained herein;

WHEREAS, this Insertion Order is effective as of , (the "Effective Date") and shall govern the parties' performance of the services specified below.

Scope of Work

Services will be performed in accordance with schedules, milestones, deliverables, and acceptance criteria set forth in this Insertion Order and any exhibits attached hereto. Provider shall furnish personnel, tools, and materials necessary to perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the payment schedule above. Invoices are due and payable within days of receipt.

Client shall be responsible for all reasonable costs of collection, including attorneys' fees and court costs, for overdue payments. Provider may suspend performance for invoices unpaid more than days after written notice.

Term and Termination

Term Start Date: .

Term End Date (if applicable): .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for cause if the other party material breaches any material obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality Duration: following the termination or expiration of this Agreement. Exceptions include information that: (i) is or becomes public without breach; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed; or (iv) is required to be disclosed by law or valid court order, provided the disclosing party gives prompt notice where permitted and lawful to permit a protective order.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement and that performance will not conflict with any other agreement to which it is a party. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising out of its breach of this Agreement, negligence, or willful misconduct. Except for breaches of confidentiality or a party's indemnification obligations, neither party's aggregate liability will exceed the total fees paid by Client to Provider under this Insertion Order during the twelve (12) month period preceding 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. Exclusive venue for any action arising out of this Agreement shall be in the state or federal courts located within that state unless the parties otherwise agree in writing.

Entire Agreement; Amendments

This Insertion Order, together with any exhibits and 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 and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Additional Information

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Special Instructions / Attachments

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