Business Set Template

BUSINESS SET AGREEMENT

This Business Set Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

PARTIES

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

RECITALS

WHEREAS, Party A is engaged in the business of providing goods and services described herein, and has the experience and capacity to perform the activities set forth in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain services and deliverables, and Party A is willing to perform such services under the terms and conditions contained in this Agreement; and

WHEREAS, the Parties desire to set forth their respective obligations, compensation, confidentiality obligations and other material terms in writing.

SCOPE OF WORK

Party A shall perform the services and deliver the items described below (the "Services"). Party A shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the Parties.

PAYMENT TERMS

In consideration for the performance of the Services, Party B shall pay Party A the sums set forth below pursuant to the following terms and schedule.

Overdue payments shall accrue interest at the rate of % per month (or the highest rate permitted by law, if lower), plus any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience by providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other Party (the "Disclosing 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 ("Confidential Information"). Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is disclosed to the Receiving Party by a third party without restriction, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations under this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement, provided that the indemnified Party gives prompt written notice and cooperates in the defense and settlement thereof. Neither Party shall be liable for incidental, consequential, special or punitive damages, except for liability arising from willful misconduct, gross negligence or a breach of the confidentiality or intellectual property obligations.

INDEPENDENT CONTRACTOR; ASSIGNMENT; AMENDMENT

Party A is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the Parties. Neither Party may assign this Agreement or any of its rights without the prior written consent of the other Party, except to an affiliated entity or a successor in interest to substantially all of its business, provided the assigning Party remains liable for performance. This Agreement may be amended only by a written instrument signed by both Parties.

NOTICES

All notices under this Agreement shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set forth above or to such other address as either Party may designate by notice. Notices are effective upon receipt.

GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

MISCELLANEOUS

The Parties represent and warrant that each has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. The Parties agree to cooperate and execute such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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