Business Technical Document

BUSINESS TECHNICAL DOCUMENT

RECITALS

WHEREAS, Client Name: desires to obtain technical advisory, engineering, and/or systems-integration services set forth in this Business Technical Document; and

WHEREAS, Contractor Name: represents that it has the technical expertise, personnel, and resources necessary to perform such services under the terms and conditions set forth below; and

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

PARTIES & CONTACT INFORMATION

SCOPE OF WORK

Contractor shall perform the technical services, deliverables, and milestones described below in accordance with industry-standard professional practices and the specification of tasks detailed by Client. The scope may include software development, systems analysis, integration, testing, documentation, and knowledge transfer as set forth in this document.

PAYMENT TERMS

Client shall pay Contractor the Total Compensation set forth below in exchange for the services and deliverables. Contractor shall submit invoices in accordance with the payment schedule agreed below and invoices shall reference relevant milestone or deliverable.

All fees are exclusive of applicable taxes unless otherwise stated. Client is responsible for applicable sales, use, VAT, or other transactional taxes, except taxes imposed on Contractor’s income.

TERM AND TERMINATION

This Agreement shall commence on Effective Date: and, unless earlier terminated in accordance with this Article, shall continue until End Date: or until completion of the scope herein.

Upon termination, Contractor shall deliver all completed work and reasonable documentation necessary for Client to use deliverables. Client shall pay Contractor for services performed and expenses incurred through the effective date of termination in accordance with the payment provisions of this Agreement.

CONFIDENTIALITY

Each party (the Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (the Discloser) except as required for performance of this Agreement. Confidential Information includes, but is not limited to, technical specifications, designs, diagrams, prototypes, trade secrets, business plans, customer lists, and pricing.

The obligations of confidentiality shall not apply to information that: (a) is rightfully known to the Recipient prior to disclosure; (b) becomes public other than by breach of this Agreement; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Recipient without use of Confidential Information.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Contractor grants Client a nonexclusive, perpetual, worldwide license to deliverables created specifically for Client under this Agreement. Contractor retains ownership of Contractor’s pre-existing tools, methodologies, and intellectual property. Any third-party software or open-source components used will be identified and subject to their respective licenses.

LIABILITY, INDEMNIFICATION & INSURANCE

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of its negligence or willful misconduct. Except for breaches of confidentiality, gross negligence, or indemnity obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Contractor shall maintain commercially reasonable professional liability and cybersecurity insurance while performing services under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement, and that its performance will not breach any agreement with a third party.

The parties further certify that the information provided in this document is true and complete to the best of their knowledge and that they will execute deliverables, approvals, and change orders in accordance with the terms set forth hereunder.

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