Business Specification Copy

BUSINESS SPECIFICATION COPY

This Business Specification Copy (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires the Provider to perform the services and deliver the deliverables described in this Agreement for the project titled: (the "Project");

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the work in accordance with the specifications, schedule, and standards set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the work and deliver the deliverables described in this Section. All services shall be performed in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria are set forth below and/or attached hereto.

PAYMENT TERMS

Total Fee (USD): Payment Basis: Fixed Fee Time & Materials

Deposit Required:

Late Fee: If any undisputed invoice is not paid within days after the invoice due date, interest shall accrue at a rate of on the unpaid balance, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within 14 days after receiving written notice thereof.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not use such Confidential Information except to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to those employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality Period: Confidential obligations shall remain in effect for from the date of disclosure, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

CHANGE ORDERS

Any change to the scope, schedule, or fee shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be obligated to proceed with any change until a change order reflecting agreed adjustments to price and schedule has been executed.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing materials and general know-how. Provider hereby grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment of all amounts due. To the extent that any deliverable constitutes a work made for hire, Provider assigns to Client all right, title, and interest in such deliverable upon full payment.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its breach of this Agreement, willful misconduct, or negligent acts, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense and settlement of any claim.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or a party's breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and change orders executed in accordance with this Agreement, 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 written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement shall create an agency, partnership, or joint venture between them. Notices shall be in writing and delivered to the addresses set forth above.

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