Business Subagreement

BUSINESS SUBAGREEMENT

Parties

Recitals

WHEREAS, Lead Party is engaged in the business of providing goods and/or services relating to (the "Project") and requires certain services to be performed by a qualified subcontractor;

WHEREAS, Subparty has represented that it possesses the personnel, experience, and capability to perform the services described herein and is willing to perform such services on the terms and conditions set forth in this Subagreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of the services and payment therefor.

Scope of Work

Subparty shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties:

Payment Terms

Compensation. Lead Party shall pay Subparty a total fee of $ for the services described in the Scope of Work.

Payment Terms. Unless otherwise agreed in writing, Lead Party will pay undisputed invoices within days of receipt of an invoice that complies with the applicable milestone acceptance criteria.

Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Subparty may suspend performance if undisputed past due amounts remain unpaid for more than days after written notice.

Term and Termination

Effective Date: .

Term: This Subagreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Termination for Convenience. Either party may terminate this Subagreement for any reason upon providing the other party with no less than days' prior written notice.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Subagreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations that accrued prior to termination.

Confidentiality

Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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, technical data, pricing, proposals, and customer information.

Obligations. 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 no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Subagreement; and (c) use Confidential Information solely to perform its obligations under this Subagreement.

Exceptions. Confidential Information does not include information that is: (i) or becomes publicly available without breach by Recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed by Recipient without use of Discloser's Confidential Information; or (iv) required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates in any lawful effort to limit disclosure.

Intellectual Property and Deliverables

Ownership. Unless otherwise agreed in writing, Subparty hereby assigns to Lead Party all right, title and interest in and to any deliverables created exclusively for Lead Party under this Subagreement. Subparty retains ownership of its pre-existing tools, know-how, and general skills used to perform the services.

License. To the extent Subparty incorporates any pre-existing intellectual property in a deliverable, Subparty grants Lead Party a non-exclusive, royalty-free, worldwide license to use such pre-existing intellectual property solely as part of the deliverable for Lead Party's internal business purposes.

Indemnification and Insurance

Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Subagreement, subject to the indemnified party's prompt notice and reasonable cooperation in defense.

Insurance. Subparty shall maintain at its expense all insurance reasonably appropriate for the services, including commercial general liability and workers' compensation where applicable, and shall provide evidence of such insurance upon reasonable request.

Governing Law; Dispute Resolution

Governing Law. This Subagreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles.

Disputes. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Subagreement through negotiation between senior representatives. If unresolved within thirty (30) days, the parties may pursue any available remedy in a court of competent jurisdiction in the governing state.

Entire Agreement; Miscellaneous

Entire Agreement. This Subagreement, including any exhibits or attachments expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Assignment. Neither party may assign this Subagreement without the other party's prior written consent, except that Lead Party may assign to an affiliate or in connection with a sale of substantially all of its business or assets.

Relationship of Parties. Subparty is an independent contractor and nothing in this Subagreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship.

Notices

Sign Now