Business Terms & Conditions Document

Business Terms & Conditions Document

This Business Terms & Conditions Document (the Agreement) is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and solutions as described herein and possesses the requisite expertise, personnel and resources to perform such services; and

WHEREAS, Client desires to retain Provider to perform the services set forth in this Agreement, and Provider desires to perform such services pursuant to the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliverables described below. Provider shall exercise commercially reasonable efforts to meet any timelines specified, subject to Client cooperation and timely approvals.

Payment Terms

Client shall pay Provider for the services in accordance with the fee structure and schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest and may incur additional charges as set forth below.

Term and Termination

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

Either party may terminate this Agreement without cause upon written notice to the other party given at least days prior to the effective date of termination. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable cure period after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and unreimbursed expenses incurred through the effective date of termination. Provider shall deliver to Client all work product completed up to the effective date, subject to payment of invoiced amounts.

Confidentiality

"Confidential Information" means any non-public, proprietary or business information disclosed by one party to the other, whether oral, written, electronic or otherwise. Each party agrees to: (a) hold Confidential Information in strict confidence using 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 for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required by law or to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as applicable law requires.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains all ownership of its pre-existing intellectual property and tools. Subject to Client's payment of all fees due, Provider grants Client a non-exclusive, non-transferable license to use deliverables produced specifically for Client under this Agreement. Any third-party materials or open-source components used remain subject to their respective licenses, and Provider will disclose such components in deliverables where required.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. The parties agree that any disputes shall be resolved in the state or federal courts located in that state unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments 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. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Assignment

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above or to such other address as either party may designate by notice. Notices are effective upon receipt.

Additional Provisions

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