Business Template EG-13-I

BUSINESS TEMPLATE EG-13-I — BUSINESS AGREEMENT

This Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Contractor Name: . Each a Party and collectively the Parties.

RECITALS

WHEREAS, Client requires certain services and deliverables related to the Client's business operations and projects as described herein; and

WHEREAS, Contractor represents that it has the experience, skills, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services under the terms set forth below; and

WHEREAS, the Parties desire to set forth the terms and conditions that will govern the engagement of Contractor by Client.

SCOPE OF WORK

Contractor shall provide the services and deliverables described below. Contractor shall perform such services in a professional and workmanlike manner in accordance with industry standards and the schedule set forth by the Parties.

PAYMENT TERMS

In consideration for the services performed by Contractor, Client shall pay Contractor the fees set forth below pursuant to the following terms.

Invoices shall be submitted by Contractor to Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at the rate of per month (or the maximum lawful rate, if less) on the overdue balance, together with any costs of collection, including reasonable attorneys' fees.

All amounts are payable in lawful currency. Unless expressly stated otherwise, fees do not include taxes; Client shall be responsible for any sales, use, or other taxes imposed on payments hereunder, excluding taxes based on Contractor's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services properly rendered and expenses incurred through the effective date of termination, subject to any agreed setoffs or credits.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a Party (the Disclosing Party) to the other Party (the Receiving Party) that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executives of the Parties. If the dispute is not resolved within 30 days of written notice, the Parties may pursue any remedy available under applicable law. The prevailing Party in any action to enforce the terms of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

MISCELLANEOUS

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, agency, or partnership relationship between the Parties. Contractor shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from the fees paid to Contractor.

Insurance and Indemnity: Each Party shall maintain insurance appropriate to its obligations. Contractor agrees to indemnify and hold harmless Client from and against any third-party claims arising out of Contractor's negligence or willful misconduct, subject to any limitations of liability set forth in this Agreement.

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this section.

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