Business Services Progressive

BUSINESS SERVICES PROGRESSIVE

This Business Services Progressive Agreement ("Agreement") is entered into as of by and between:

Parties

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

WHEREAS

WHEREAS, Service Provider possesses expertise in providing business services including but not limited to consulting, strategic planning, project management, and implementation; and

WHEREAS, Client desires to engage Service Provider on a progressive delivery basis defined by milestones and periodic payments, and Service Provider is willing to provide such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform the business services described below in a progressive, milestone-driven manner. The parties acknowledge that specific deliverables, acceptance criteria, and milestone schedule are integral to this Agreement.

Payment Terms

Client shall pay Service Provider for services rendered as follows. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices will be issued upon achievement of each milestone and are payable within days of invoice date. Late payments shall accrue interest at a rate of per month (or the maximum rate permitted by law), plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and expire on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party.

Upon termination, Client shall pay Service Provider for all services rendered and reasonable costs incurred through the effective date of termination, including fees for work in progress calculated pro rata to the nearest day or milestone as applicable.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, 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 excludes information that (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek a protective order.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees and subcontractors with a need to know and who are bound by confidentiality obligations at least as restrictive as those herein, and (iii) protect Confidential Information with reasonable care. Upon written request or termination of this Agreement, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

Any unauthorized use or disclosure of Confidential Information would cause irreparable harm for which monetary damages are inadequate, and disclosing party shall be entitled to seek injunctive relief in addition to other remedies.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in pre-existing intellectual property and general methodologies used in performing services. Upon full payment of all fees due for a particular deliverable, Service Provider grants Client a non-exclusive, non-transferable license to use that deliverable for Client's internal business purposes. Any bespoke work-for-hire transfer of ownership must be recorded in a separate written addendum signed by both parties.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The parties' aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes through executive negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration administered in the agreed jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction to protect Confidential Information.

Entire Agreement; Amendment

This Agreement, including any exhibits or addenda signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest to substantially all of its assets or business to which this Agreement relates. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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