Business Sub Packet

BUSINESS SUB PACKET

Parties and Contact Information

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Effective Date:

Recitals

WHEREAS, Client Name: engages certain vendors to perform services in the ordinary course of its business; and

WHEREAS, Vendor Name: has represented that it possesses the qualifications, skills, and resources required to perform the services described herein; and

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

Scope of Work

Vendor shall provide services and deliverables as described below. All work must conform to industry standards, applicable laws, and the schedule agreed by the parties.

Payment Terms

Client agrees to pay Vendor the compensation set forth below in exchange for full performance of the Scope of Work. All amounts are stated in U.S. dollars and exclusive of taxes unless otherwise specified.

Term and Termination

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

Start Date:    End Date:

Agreement automatically renews for successive terms unless either party provides notice of nonrenewal.

Confidentiality

Each party may disclose Confidential Information to the other. "Confidential Information" means non-public information disclosed in writing or orally and identified as confidential. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least reasonable care. Confidential Information does not include information that: (i) is or becomes public through no breach; (ii) was lawfully known prior to disclosure; or (iii) is independently developed without use of the other party's Confidential Information.

Indemnification and Insurance

Vendor shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from claims arising out of Vendor's negligence, willful misconduct, or material breach of this Agreement. Vendor shall maintain insurance as required by Client and provide certificates of insurance upon request prior to commencing work.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

Compliance and Certifications

Vendor certifies that: (a) it is authorized to perform the services and holds all necessary licenses and permits; (b) performance will comply with applicable laws and regulations; and (c) it will maintain appropriate records and make them available to Client upon reasonable request.

Attachments Checklist

Exhibit A: Scope of Work
Certificate of Insurance
Tax Identification / W-9
Invoice / Billing Instructions

By executing below, each signatory represents and warrants that they are duly authorized to enter into this Agreement and bind the party on whose behalf they sign.

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