Business Services SDB

Business Services SDB

Parties

Entity Type — Client: Individual Corporation LLC

Entity Type — Service Provider: Individual Corporation LLC Small Disadvantaged Business (SDB)

Recitals

WHEREAS, Client Name: desires to obtain certain business services related to operational, technical, or advisory support as described in this Agreement; and

WHEREAS, Service Provider Name: represents that it possesses the requisite experience, personnel, and capacity to perform such services and, if applicable, represents its status as a Small Disadvantaged Business; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will perform and Client will compensate for the services commencing on Effective Date: Month Day Year .

Scope of Work

Service Provider shall perform the services described below in accordance with the schedule, deliverables, and standards set forth in this Agreement. The scope may be modified only by written amendment signed by both parties.

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ (the "Contract Price"), subject to adjustments expressly authorized in writing.

Invoicing: Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay any undisputed invoice within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law and Service Provider may suspend performance if payment is more than days overdue after written notice.

Term and Termination

Term: This Agreement shall commence on Start Date: Month Day Year and shall continue until End Date: Month Day Year unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay for all services performed and reasonable costs incurred through the effective date of termination. Sections regarding Confidentiality, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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.

Obligations: Receiving Party shall (a) hold 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 a reasonable standard of care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors, and advisors who need to know and who are bound by confidentiality obligations consistent with this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by Receiving Party; (ii) was in Receiving Party's lawful possession prior to receipt from Disclosing Party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate for a breach of confidentiality and that the Disclosing Party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity.

Indemnification and Liability

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party under this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Representations; SDB Status

Service Provider represents and warrants that the information provided regarding its Small Disadvantaged Business status is true and correct to the best of its knowledge and that it will promptly notify Client in writing of any change in that status. Service Provider further represents that it has the authority to enter into this Agreement and to perform the obligations described herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement and Amendments

Entire Agreement: This Agreement, including any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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