Business Tech File

BUSINESS TECH FILE

Parties

Client Name:

Corporation    LLC    Individual    Other

Provider Name:

Corporation    LLC    Individual    Other

Recitals

WHEREAS, Client Name: desires to engage Provider to provide technology services and deliverables as described herein; and

WHEREAS, Provider Name: represents that it has the expertise, personnel, and resources necessary to perform such services under the terms of this Agreement; and

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

Scope of Work

Payment Terms

Total Fee: $

Late Fee: on overdue amounts.

Expenses: Provider will be reimbursed for pre-approved, documented out-of-pocket expenses upon submission of reasonable receipts and an invoice.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party relating to business, technology, processes, customer data, or other proprietary matters. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Duration of Confidentiality Obligations: years following the termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Ownership of Pre-Existing Materials: Each party retains all right, title and interest in its pre-existing materials and any general skills, know-how, or techniques acquired or developed independently of this Agreement.

Work Product Ownership: All work product and deliverables created specifically for Client under this Agreement shall be owned by: subject to a worldwide, perpetual, royalty-free license to the other party only as expressly set forth herein.

Data Security and Compliance

Warranties; Limitation of Liability; Indemnification

Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Except for the foregoing warranty, services are provided "AS IS" and.Provider disclaims all other warranties, express or implied, to the maximum extent permitted by law.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amount paid or payable to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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 shall attempt to resolve disputes through good-faith negotiation prior to pursuing litigation.

Notices

Entire Agreement

This Agreement, including all schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an acquirer of substantially all of its business or assets without such consent.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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