Business Services SSTIC Document

BUSINESS SERVICES SSTIC DOCUMENT

This Business Services SSTIC Document ("Agreement") is entered into as of by and between with principal place of business at (Client) and with principal place of business at (Service Provider).

RECITALS

WHEREAS, Client requires certain business, technical, and consulting services related to SSTIC activities described below and desires to engage Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and will perform such services in a professional manner in accordance with industry standards.

WHEREAS, the parties desire to set forth their mutual rights and obligations in writing.

SCOPE OF WORK

Service Provider will provide the services, deliverables, and milestones described herein. All work shall conform to the specifications, schedule, and acceptance criteria set forth below.

PAYMENT TERMS

Client shall pay Service Provider the fees for services performed pursuant to this Agreement in accordance with the schedule below. Unless otherwise agreed in writing, fees are exclusive of applicable taxes and reimbursable expenses approved in advance by Client.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

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

Upon termination, Service Provider shall deliver to Client all work in progress and will invoice for services performed through the effective date of termination. Client shall pay undisputed invoices in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that, if in tangible form, is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party prior to disclosure as documented by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely for performance under this Agreement; (ii) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care.

Confidentiality obligations under this Section shall survive termination or expiration of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables created solely for Client under this Agreement. Each party retains ownership of its pre-existing intellectual property. Service Provider shall assign to Client all right, title and interest in deliverables developed specifically for Client to the extent necessary for Client's intended use, subject to payment in full.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of representations herein, subject to prompt notice and control of the defense by the indemnified party.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered in the agreed jurisdiction, or if arbitration is not elected, in the courts located in the governing jurisdiction.

MISCELLANEOUS

Relationship of the parties: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider will be solely responsible for its employees, subcontractors, and compliance with applicable laws.

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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