Business Services Trout Template

BUSINESS SERVICES TROUT TEMPLATE

Effective Date:

Service Provider:    Client:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized business services related to the Trout product line and possesses the professional skills, personnel, and resources necessary to perform the services described herein;

WHEREAS, Client desires to retain Service Provider to perform certain services in accordance with the terms and conditions of this Agreement, and Service Provider agrees to provide such services on the terms set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the scope, payment, term, confidentiality obligations, and other provisions governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a timely and workmanlike manner in accordance with industry standards and any milestone schedule set forth by the parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the terms below. Unless otherwise stated, amounts are in U.S. dollars and exclusive of taxes.

Invoices are due and payable within days of receipt. Past-due amounts shall accrue interest at the rate of per month (or the maximum allowed by law), plus all collection costs and attorneys' fees incurred in enforcing payment.

Client will reimburse Service Provider for preapproved, reasonable, and documented out-of-pocket expenses directly related to the performance of the Services. Maximum aggregate reimbursable expenses without prior written approval:

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach, insolvency, or failure to cure a breach within days after written notice.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party to the other, whether oral, written, or electronic, 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.

Each party shall: (a) use Confidential Information solely for the purpose of performing under this Agreement; (b) restrict disclosure to its employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt written notice and reasonably cooperates to seek protective measures.

The obligations of confidentiality survive for a period of three (3) years following the termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and general methodologies. Subject to Client's payment in full, Service Provider assigns to Client all right, title, and interest in deliverables created specifically for Client under this Agreement, excluding Service Provider's general know-how, tools, and templates. The parties shall execute further instruments as reasonably necessary to effectuate such assignment.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

NOTICES

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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