Business TNL Document

BUSINESS TNL DOCUMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: requires certain business services and deliverables as described herein; and

WHEREAS, Service Provider Name: has the expertise and resources to perform such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding performance, payment, confidentiality and governing law.

Scope of Work

Description of Services and Deliverables. The Service Provider shall perform the services and deliver the deliverables described below in a professional and workmanlike manner consistent with industry standards.

Acceptance Criteria. Deliverables will be deemed accepted when Client notifies Service Provider in writing that the deliverables materially conform to the specifications set forth in the Scope of Work, or upon the lapse of fifteen (15) days following delivery without written objection.

Payment Terms

Compensation. Client shall pay Service Provider the total amount of USD for the Services, subject to the schedule below.

Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

Term and Termination

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

Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the intended termination date.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition. "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that, by its nature, would reasonably be considered confidential, including business plans, financial data, trade secrets, customer lists, and technical information.

Obligations. Each receiving party shall: (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental body, provided that the receiving party gives prompt written notice and cooperates with any lawful effort to limit disclosure.

Intellectual Property and Deliverables

Ownership. Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment. Service Provider retains ownership of pre-existing materials, tools, templates and know-how used to create the deliverables and grants Client a nonexclusive license to use such pre-existing materials only as incorporated in the deliverables.

Indemnification and Limitation of Liability

Indemnification. Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) 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 conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement and Amendments

Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Additional Provisions

Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, business and other purposes of the invalid provision.

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