Business Torr Template

BUSINESS TORR TEMPLATE

This Business Torr Template (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Parties

Recitals

WHEREAS, Client engages Service Provider to perform certain business services, and Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions governing the scope of services, payment, confidentiality, term and termination, and other provisions governing their business relationship;

WHEREAS, the parties intend that this Agreement constitute a binding contractual relationship enforceable in accordance with its terms.

Scope of Work

Service Provider will perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall compensate Service Provider as set forth below. Fees are payable in U.S. dollars and exclude applicable taxes unless otherwise stated.

If Client fails to make any payment when due, Service Provider may suspend performance of Services after providing written notice and a ten (10) day opportunity to cure. Client shall also be liable for all reasonable collection costs and attorneys' fees incurred to recover overdue amounts.

Term and Termination

This Agreement commences on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with the notice period specified above. Termination for cause is permitted if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for reasonable, non-cancellable commitments made in connection with the Services.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection. Each recipient shall: (a) keep Confidential Information strictly confidential; (b) not use Confidential Information except to perform its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, or that is rightfully obtained from a third party without restriction.

Each party shall implement reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized use or disclosure.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party's aggregate liability for direct damages shall exceed the total fees paid or payable by Client to Service Provider under this Agreement during 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 its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by email (to the extent a delivery receipt is retained), hand, courier, or certified mail to the addresses set forth above or such other address as either party may designate in writing. Notice is effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No delay or failure in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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