Business Signature Pack

Business Signature Pack

Parties and Contact Information

Recitals

WHEREAS, Client is engaged in the business activities described above and desires to retain the Provider to perform certain services on the terms and conditions set forth in this Business Signature Pack; and

WHEREAS, Provider represents that it has the skill, experience, personnel and resources necessary to perform such services and agrees to perform them in a professional and timely manner in accordance with the terms of this agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement and the exchange of confidential information.

Scope of Work

Provider shall perform the services and deliverables described below. Provider shall exercise commercially reasonable efforts to meet schedules set by mutual agreement and shall provide qualified personnel to perform the services.

Payment Terms

Client shall pay Provider for the services performed in accordance with the schedule and amounts set forth below. All payments are due in United States currency unless otherwise agreed in writing.

Invoices shall be issued by Provider in accordance with the payment schedule. Unless otherwise specified, Client shall pay invoices within thirty (30) days of receipt. Overdue amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Unless otherwise agreed, Client is responsible for all taxes (other than Provider's income taxes) arising from payments under this agreement. Provider shall promptly notify Client of any material cost changes or additional work requiring change orders and shall not commence such change order work without written authorization by Client.

Term and Termination

This Agreement shall commence on (the "Effective Date") and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Confidentiality

"Confidential Information" means non‑public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that: (i) is or becomes generally known to the public through no fault of the recipient; (ii) is rightfully known by the recipient prior to disclosure; (iii) is independently developed by the recipient without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained by the recipient from a third party without breach of any obligation to the disclosing party. Upon termination or expiration of this Agreement, recipient shall return or destroy Confidential Information as requested by the disclosing party.

Warranties; Remedies; Indemnification

Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Client's sole and exclusive remedy and Provider's entire liability for breach of the foregoing warranty shall be, at Provider's option, re-performance of the deficient services or repayment of the fees attributable to the deficient services.

Each party shall indemnify and hold harmless the other party from and against any third‑party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement, subject to any limitations of liability agreed in writing by the parties.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the dispute shall be resolved by binding arbitration in the chosen jurisdiction unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Business Signature Pack, together with any exhibits, schedules and executed change orders, 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 will be effective unless in writing and signed by authorized representatives of both parties.

Exhibits and Attachments

The following exhibits, if any, are incorporated by reference and form part of this Agreement. Check applicable exhibits attached:

By signing below, the individuals executing this Agreement represent and warrant that they are duly authorized to bind their respective parties to the terms and conditions set forth in this Business Signature Pack.

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