Business Services MORF

Business Services MORF

MORF Reference No.:

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the personnel, expertise, and capacity to perform such services under the terms of this MORF; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Attachments and Work Orders: The specific tasks, timelines, and deliverables may be further detailed in written Work Orders issued under this MORF. Work Orders will reference MORF Reference No.: and will be incorporated upon mutual execution.

Payment Terms

Fee: Client shall pay Service Provider the total amount of USD for the services described in each applicable Work Order, subject to adjustments as expressly agreed in writing.

Payment Schedule: Invoices will be issued as follows: . Unless otherwise specified in a Work Order, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Service Provider may suspend performance if Client fails to cure any undisputed past due amount within days after written notice.

Term and Termination

Effective Date: This MORF shall commence on and, unless earlier terminated as provided below, shall remain in effect until or until all Work Orders have been completed, whichever occurs later.

Termination for Cause: Either party may terminate this MORF for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this MORF for convenience upon providing the other party with days' prior written notice. In the event of termination, Client shall pay for services performed and approved expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means 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, including business plans, pricing, customer data, technical information, and trade secrets.

Obligations: Receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform under this MORF; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who need access and are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent required.

Duration: The confidentiality obligations in this section shall survive termination of this MORF for a period of three (3) years from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Representations; Insurance

Each party represents that it has the full corporate power and authority to enter into this MORF and to perform its obligations. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services performed, including general liability and professional liability insurance where applicable.

Governing Law

This MORF shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes.

Indemnification; Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party’s gross negligence or willful misconduct in connection with this MORF.

Limitation: Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party’s aggregate liability for claims arising under this MORF shall exceed the total fees paid by Client to Service Provider under the applicable Work Order giving rise to the claim in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This MORF, together with any executed Work Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign this MORF without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this MORF is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Relationship of Parties: The parties are independent contractors. Nothing in this MORF creates an agency, partnership, joint venture, or employment relationship.

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