Business TGS Document

BUSINESS TGS AGREEMENT

This Business TGS Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: and Client: .

Parties and Contact Information

Individual Corporation LLC Other

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing technical, goods and services relating to business operations, systems, and deliverables and represents that it has the expertise, personnel and resources necessary to provide the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services and deliverables set forth in this Agreement and Service Provider agrees to provide such services under the terms and conditions contained herein.

WHEREAS, the parties intend that this Agreement establish the scope, payment terms, confidentiality obligations, and allocation of risk for the engagement.

Scope of Work

Service Provider shall perform the services described below (the "Services") and shall deliver the identified deliverables in accordance with the schedule and milestones set forth in this Agreement.

Payment Terms

Client shall pay Service Provider in accordance with the following fee schedule.

Late payments shall accrue interest at % per month (or the maximum permitted by law), plus recovery of reasonable collection and legal costs.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the Notice Period: days following written notice specifying the breach. Either party may also terminate for convenience upon the same notice period, subject to payment for Services performed and non‑cancelable commitments incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information of a party disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care in protecting the other party's Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully obtained from a third party without breach of any obligation; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify such destruction in writing.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and tools. All work product specifically created for Client in the performance of the Services and paid in full by Client shall be the exclusive property of Client upon payment, subject to Service Provider's retained rights in its underlying tools, methodologies and general know-how. Where the parties anticipate third-party materials, Service Provider shall obtain appropriate licenses and notify Client of any license restrictions.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement must be in writing and shall be delivered to the addresses below or such other address as either party may specify in writing.

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 agree to make a good faith attempt to resolve disputes through negotiation; if unresolved, the parties may seek mediation before commencing litigation or arbitration.

Entire Agreement; Amendment

This Agreement, including any exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals or communications. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its assets or voting interests. If any provision of this Agreement is held invalid, the remaining provisions will remain in full force and effect. Headings are for convenience only.

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