Business Template Update Document

BUSINESS TEMPLATE UPDATE AGREEMENT

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

Provider Name:

Client Name:

RECITALS

WHEREAS, Provider maintains and licenses certain business document templates, forms, and related content (collectively, Templates) and offers professional update and customization services for such Templates;

WHEREAS, Client desires to engage Provider to perform specified updates to a Template identified below on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to perform such updates and deliverables subject to the fees, schedule, and confidentiality obligations contained herein.

TEMPLATE IDENTIFICATION

SCOPE OF WORK

Provider shall perform the update, modification, and documentation services described below (the Work). Provider will deliver the Work in accordance with the milestones and deliverables set forth in this Agreement.

PAYMENT TERMS

All amounts are exclusive of taxes unless otherwise stated. Client is responsible for any applicable taxes, withholdings or duties, except taxes based on Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of the Work or the End Date, unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the stated notice period. Termination will not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other relating to business operations, templates, pricing, trade secrets, or client data. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is publicly available, already known to the recipient without restriction, independently developed, or required to be disclosed by law with prior written notice to the disclosing party.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in the underlying Template code, structure, and proprietary elements. Upon full payment of fees due for a given Update, Provider grants Client a nonexclusive, nontransferable license to use the updated Template for Client's internal business purposes. Any custom code, markups, or consulting deliverables specifically identified as "work for hire" shall be assigned to Client in writing; otherwise Provider retains ownership of customizations and may reuse non-confidential generalized techniques.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental, or punitive damages. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the specific update that is the subject of the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Parties submit to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. Any provision that is held invalid shall be reformed only to the extent necessary to make it valid and enforceable, preserving the intent of the parties.

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