Business TOE Document

BUSINESS TOE DOCUMENT

This Business Terms of Engagement Agreement ("Agreement") is entered into as of the date set forth below by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks to procure certain services and deliverables related to its business operations and has selected Provider to render such services; and

WHEREAS, Provider represents that it has the experience, skill and personnel necessary to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services and deliver the deliverables set forth in the Detailed Scope of Work above. Provider will provide qualified personnel, exercise reasonable skill and care, and perform in accordance with industry standards. Any material change to the Scope of Work shall be documented in a written change order signed by both parties that specifies changes to deliverables, schedule and fees.

2. PAYMENT TERMS

Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the Payment Schedule. Invoices are payable within days of receipt. Any undisputed portion not paid when due shall accrue interest at a rate of (or the maximum rate permitted by law, if lower). Client shall be responsible for reasonable collection costs and attorney fees for overdue amounts.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of breach. Upon termination, Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination, including any non‑cancellable commitments made in performance of the Scope of Work.

4. CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by a disclosing party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (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 under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, was rightfully in possession of the receiving party prior to disclosure, or was rightfully obtained from a third party without restriction. Upon termination or upon written request, receiving party shall return or destroy Confidential Information and certify such return or destruction.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement, subject to Client's full payment of fees due. Provider retains ownership of Provider's preexisting materials, tools, methodologies and general know‑how. Provider hereby grants Client a nonexclusive, perpetual, worldwide license to use any Provider preexisting materials incorporated into deliverables to the extent necessary to enjoy the deliverables for their intended purpose.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims arising out of its gross negligence, willful misconduct or breach of its representations, warranties or obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK DURING THE PRIOR TWELVE (12) MONTHS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

7. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, government action, natural disaster, labor dispute, or failure of suppliers or subcontractors to perform. The affected party shall notify the other promptly and shall use commercially reasonable efforts to resume performance.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the parties' agreement to arbitrate, conducted by a single neutral arbitrator, with the arbitrator's decision final and binding. The arbitrator may award costs and reasonable attorneys' fees to the prevailing party.

9. ENTIRE AGREEMENT

This Agreement, together with any statements of work or change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. NOTICES

Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in a written notice to the other. Notices shall be deemed given upon personal delivery, three (3) days after mailing by certified mail, or one (1) day after deposit with a reputable overnight courier.

ADDITIONAL TERMS

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