Business Services Sort Contract

Business Services Sort Contract

Parties and Contact Information

Contact for Service Provider:    Contact for Client:

Recitals

WHEREAS, Service Provider named above is engaged in the business of providing business sorting, classification, and organization services, including but not limited to data sorting, categorization, and workflow optimization; and

WHEREAS, Client desires to retain Service Provider to perform such services for the Client on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include sorting, categorization, labeling, quality review, and delivery of organized outputs in the format agreed by the parties. Any change to the Services that materially alters scope, timeline, or deliverables shall be subject to a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider for the Services in accordance with this Section. All payments are due in United States dollars unless otherwise agreed in writing.

Invoices will be issued by Service Provider in accordance with the payment schedule; Client shall pay all undisputed invoices within days of receipt unless otherwise agreed in writing.

If any undisputed amount remains unpaid beyond the foregoing period, Client shall pay interest on the overdue amount at the lesser of (i) % per month, or (ii) the maximum rate permitted by law. Service Provider may also suspend performance if payments are more than days overdue.

Term and Termination

This Agreement commences on the Effective Date set forth below and shall continue in effect until the completion of the Services or until terminated as provided in this Section.

Effective Date:    Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to termination. Upon termination for convenience, Client shall pay Service Provider for Services performed and expenses reasonably incurred through the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches this Agreement 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 business, technical, or financial information disclosed by one party to the other, whether disclosed orally, visually, or in writing. The receiving party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) limit disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is known to the receiving party at the time of disclosure as shown by written records; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information, at the disclosing party's election, and certify such return or destruction in writing.

Representations; Relationship of Parties

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Service Provider is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement creates any right in any third party or any joint venture or partnership between the parties.

Limitation of Liability and Remedies

Except for a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement. The aggregate liability of either party for any claim arising from or related to this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement in the six (6) months preceding the event giving rise to 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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration if the parties mutually agree in writing; otherwise, either party may bring an action in the state or federal courts located in the chosen state.

Entire Agreement; Amendments

This Agreement, including any exhibits or change orders duly executed by the 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality and that injunctive relief may be appropriate.

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