Business Shenanigans Agreement

BUSINESS SHENANIGANS AGREEMENT

This Business Shenanigans Agreement (the Agreement) is entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider").

WHEREAS

WHEREAS, the Client operates a business that conducts certain commercial activities and desires to engage the Provider to perform specialized services and occasional commercial "shenanigans" as further described herein;

WHEREAS, the Provider represents that it has the experience, personnel, and capability to provide the services described in this Agreement and is willing to perform such services for the Client pursuant to the terms and conditions set forth below;

WHEREAS, the parties intend that this Agreement define the scope, payment terms, confidentiality obligations, and procedures for termination of the relationship between the parties.

1. Scope of Work

The Provider shall perform the services described above (the Services) in a professional and workmanlike manner in accordance with generally accepted industry standards. Any material change to the Scope of Work shall be made only by written amendment signed by authorized representatives of both parties.

2. Payment Terms

Unless otherwise agreed in writing, the Provider shall invoice the Client in accordance with the Payment Schedule above. All amounts are payable in lawful currency. Late payments shall accrue interest as specified above and the Provider may suspend performance of Services if payments are past due by more than the invoice_due_days.

3. Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon providing the other party with the Notice Period above. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve the Client of obligations to pay for Services rendered and expenses reasonably incurred prior to termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally known through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) limit access to Confidential Information to those employees, contractors, or agents who have a need to know for performance of this Agreement and who are bound by confidentiality obligations no less protective than those herein, and (iii) return or destroy Confidential Information upon termination or request. These obligations survive termination for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets.

5. Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, and aggregate direct liability shall be limited to the total fees paid by the Client to the Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to liability.

6. Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

7. Entire Agreement; Amendments

This Agreement, together with all exhibits and written amendments executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. No amendment or waiver shall be effective unless in a written instrument signed by both parties.

8. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes the assigning party's obligations.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses indicated below or to such other address as a party may specify in writing.

9. Acknowledgments

Each party represents and warrants that (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized; and (c) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

The parties have read and understand this Agreement, and each party's signatory below is authorized to execute this Agreement on behalf of that party.

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