Business Template Sheet

BUSINESS TEMPLATE SHEET

Parties

This Business Template Sheet (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client requires certain professional services and deliverables relating to the business needs described herein; and

WHEREAS, Contractor represents that it has the experience, personnel, and capability to perform the services described in this Agreement and agrees to provide such services under the terms set forth below; and

WHEREAS, the parties desire to set forth their understandings, responsibilities, and payment terms in a written Agreement.

Scope of Work

Contractor shall perform the work and provide the deliverables described below. The Scope of Work shall include specific tasks, milestones, and acceptance criteria. Any modification to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties.

Payment Terms

Client shall pay Contractor for services rendered in accordance with the following payment provisions. Payment obligations are independent of Contractor's internal personnel arrangements.

Invoices shall be payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law), calculated monthly on the unpaid balance.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any nonpublic information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall: (a) maintain the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, consultants, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidentiality obligations shall remain in effect during the Term and for years following termination or expiration, except with respect to trade secrets, in which case confidentiality shall continue for so long as such information remains a trade secret under applicable law. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Contractor shall retain ownership of Contractor's preexisting intellectual property and tools. Upon full payment, Contractor assigns to Client all right, title and interest in and to the final deliverables specified in the Scope of Work created specifically for Client under this Agreement. Contractor grants to Client a perpetual, non‑exclusive license to use Contractor's preexisting materials included in the deliverables to the extent necessary to use the deliverables for their intended business purpose.

Warranties and Liability

Each party represents that it has the full right and authority to enter into this Agreement and perform its obligations. Contractor warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. CONTRACTOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

Governing Law

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

Entire Agreement

This Agreement, including all schedules, attachments, and written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a successor by merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations. Notices shall be in writing and delivered to the addresses set forth above.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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