Business Terms Package

Business Terms Package

Recitals

WHEREAS, Client Name: is engaged in business and desires certain services described below;

WHEREAS, Service Provider Name: has the qualifications and capacity to perform such services under the terms set forth in this Business Terms Package; and

WHEREAS, the parties desire to set forth the essential commercial terms, rights and obligations applicable to the engagement.

Parties and Contact Information

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional manner consistent with applicable industry standards. The parties agree that specific deliverables, milestones, and acceptance criteria are described in the space provided and shall form an integral part of this Agreement.

Payment Terms

Total Compensation: $ payable in accordance with the schedule below. The Client shall pay only for work authorized in writing and for accepted deliverables.

Deposit: $ due upon execution. Remaining balance payable as set forth in the payment schedule.

Invoicing and Payment: Invoices issued by Service Provider shall be payable within days of invoice date. Accepted payment methods: .

Late Payment: Delinquent amounts shall bear interest at or the maximum permitted by law, whichever is less. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue sums.

Term and Termination

Term Commencement: This Agreement commences on .

Termination Date: The term ends on , unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for services rendered and work in progress through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured for a period of 30 days following written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non‑public information disclosed by one party to the other, including business plans, technical data, pricing, and customer lists, whether disclosed orally, visually, or in writing.

Obligation: Each party shall (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to personnel with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction.

Survival: Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Disputes: The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in accordance with the parties' agreement to arbitrate, and judgment on the award may be entered in any court having jurisdiction.

Representations, Warranties and Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Neither party shall be liable to the other for incidental, consequential, punitive or special damages arising out of this Agreement, except for liabilities arising from gross negligence, willful misconduct, or breach of confidentiality. The aggregate liability of either party for direct damages shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement and Miscellaneous

Entire Agreement: This document, together with any appendices and exhibits executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendment: This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor by merger or acquisition.

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