Business SML Document

BUSINESS SML DOCUMENT

This Business SML Document ("Agreement") is made effective as of by and between Client Name: , with principal address:

and Provider Name: , with principal address:

RECITALS

WHEREAS, the Client requires certain services and deliverables related to the Client's business operations and management of small and mid-level projects; and

WHEREAS, the Provider represents that it has the experience, capacity and personnel to perform the services described in this Agreement in a professional manner; and

WHEREAS, the parties desire to set forth the terms under which the Provider will perform such services and the Client will compensate the Provider.

SCOPE OF WORK

The Provider shall perform the services and deliver the work products described below. The parties acknowledge that the Scope of Work may be amended by written agreement of the parties.

PAYMENT TERMS

Compensation: The Client shall pay the Provider total compensation of $ USD for the services described herein, subject to the payment schedule below and adjustments by written agreement.

Invoices shall be submitted by Provider in accordance with the payment schedule. Payments are due within days of invoice receipt. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law), and a flat late fee of $ shall apply after days past due.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing the other party with written notice at least days prior to the termination date. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice specifying the breach.

Effect of Termination: Upon termination, the Provider shall deliver all completed work and invoice for all Services performed and reimbursable expenses incurred through the effective date of termination. Client shall pay Provider within the payment period specified above for undisputed amounts.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether written or oral, 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, including business plans, financial information, technical data, client lists and pricing.

Obligations: The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform or exercise rights under this Agreement, and (c) restrict disclosure to its employees, agents and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without reference to Confidential Information, or (iv) required to be disclosed by applicable law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit or contest such disclosure.

Survival: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of unless otherwise required by law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

Assignment: Neither party may assign this Agreement or any of its rights or obligations 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 under this Agreement shall be in writing and delivered to the notice address for each party below. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of its negligent acts, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, fraud or a party's indemnification obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total amounts actually paid or payable to the Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

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