Business Template Draft

Business Template Draft

Parties

This Agreement is made and entered into as of (the "Effective Date") by and between and .

Recitals

WHEREAS, the Service Provider is engaged in the business of providing professional services and has the capacity and expertise to perform the services described herein; and

WHEREAS, the Client desires to engage the Service Provider to perform certain services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Service Provider will perform the services described in this Agreement and that the Client will compensate the Service Provider in accordance with the Payment Terms below.

Scope of Work

The Service Provider shall perform the services and deliverables described below. The Service Provider shall perform such services in a professional and workmanlike manner, consistent with industry standards.

Payment Terms

The Client shall pay the Service Provider for the services rendered as follows. All amounts are in United States Dollars unless otherwise specified.

Unless otherwise stated, invoices are due within days of invoice date. The Client shall also reimburse the Service Provider for reasonable and documented out-of-pocket expenses incurred in connection with performance of the services, provided that such expenses are pre-approved in writing by the Client where required by the parties.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of a material breach by either party, the non-breaching party may terminate this Agreement immediately upon written notice if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, the Client shall pay the Service Provider for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable obligations and reasonable wind-down costs.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written, electronic, or other form, 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.

Each receiving party shall (a) use the Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure by the disclosing party, or (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any applicable law or agreement binding on such party.

Limitation of Liability

Except in cases of fraud, willful misconduct, or gross negligence, neither party shall be liable for consequential, incidental, special, punitive, or exemplary damages, including loss of profits, revenues or business opportunities, even if advised of the possibility of such damages. The aggregate liability of either party for all claims arising out of or relating to this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Assignment; Successors

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be deemed given upon personal delivery, next business day by overnight courier, or three business days after deposit in the United States mail, certified or registered, return receipt requested.

Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including PDF or electronically executed signature) shall be effective to bind the signing party.

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