Business Signed Articles

BUSINESS SIGNED ARTICLES

Business Name:

Corporation LLC Partnership Sole Proprietorship Other

WHEREAS

WHEREAS, the undersigned Business Name: is organized to engage in lawful business activities and desires to set forth material articles and binding agreements governing certain commercial arrangements between the parties; and

WHEREAS, the parties intend that these Business Signed Articles memorialize the terms under which services, compensation, and confidentiality will be governed effective as of Effective Date: , and that the obligations set forth herein shall be enforceable as contractually binding obligations between the signing parties.

WHEREAS, the parties desire a clear, written statement of the scope, payment, term, and protective covenants associated with the business relationship set forth below.

SCOPE OF WORK

The party identified as Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. Specific tasks, deliverables, milestones, and acceptance criteria shall be as set forth in the description field.

PAYMENT TERMS

Compensation shall be paid to the Service Provider as follows. The parties agree that payment constitutes full and timely consideration for all services rendered under these Articles unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with the provisions below.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the intended termination date. Termination for cause may be effected immediately upon material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

For purposes of these Articles, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be considered confidential. Each party shall (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of its obligations under these Articles; and (c) not disclose Confidential Information to any third party except to agents, employees, or contractors with a need to know and who are bound by confidentiality obligations at least as protective as this clause. Confidentiality obligations shall survive termination for a period of Confidentiality Period (years): years, except with respect to trade secrets which shall remain protected for as long as they meet statutory criteria for trade secret protection.

COMPLIANCE, REPRESENTATIONS AND INDEMNITY

Each party represents and warrants that it has full power and authority to enter into these Articles and that performance will not violate any law, regulation, contract, or order. Each party agrees to comply with all applicable laws in the performance of its obligations. The Service Provider shall indemnify and hold harmless the other party from third-party claims arising from Service Provider's negligence or willful misconduct in connection with the services, subject to any limitations or exclusions set forth in a separate written agreement.

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 consent to the exclusive jurisdiction and venue of the courts located within that State for any action arising out of or relating to this Agreement, subject to any mandatory jurisdictional requirements that cannot be waived.

ENTIRE AGREEMENT

These Business Signed Articles, together with any exhibits or attachments expressly incorporated herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, proposals, negotiations, and understandings. Any modification of these Articles must be in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as a party may designate in writing in accordance with this section. Notices are effective upon receipt.

EXECUTION AND CERTIFICATION

The undersigned certify that they are authorized to execute these Business Signed Articles on behalf of the parties they represent and that execution constitutes a binding obligation of their respective parties in accordance with the terms herein.

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