Business Transactions Template

BUSINESS TRANSACTIONS AGREEMENT

This Business Transactions Agreement (the Agreement) is entered into effective as of Effective Date: by and between Party A Name: and Party B Name: .

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services described herein and has represented that it has the capacity and expertise to perform the obligations set forth below; and

WHEREAS, Party B desires to engage Party A to perform the services and/or supply the goods on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the transactions contemplated herein.

Parties and Notices

Scope of Work

Payment Terms

Total Fee: . Payment shall be made in accordance with the schedule below.

Invoicing: Party A shall submit invoices to Party B at the intervals specified above. Party B shall pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall bear interest at the lesser of (a) per month or (b) the maximum rate permitted by law, and Party B shall also be responsible for reasonable collection costs.

Expenses: Reimbursable expenses shall be pre-approved in writing and invoiced with supporting documentation.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party given at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, including business, technical, financial, and customer information, whether disclosed orally, in writing or electronically. Confidential Information does not include information that is (a) already known by the Receiving Party without obligation of confidentiality, (b) publicly known through no breach by the Receiving Party, (c) rightfully received from a third party without restriction, or (d) independently developed without use of the Disclosing Party’s Confidential Information.

Obligations: The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise reasonable care to protect Confidential Information from unauthorized disclosure.

Return or Destruction: Upon termination or written request, the Receiving Party shall return or certify destruction of Confidential Information, except to the extent retention is required by law, in which case the information shall remain subject to confidentiality obligations.

Survival: Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or longer if required by applicable law for specific categories of information.

Governing Law and 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 shall attempt in good faith to resolve disputes by negotiation prior to initiating litigation.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement and that its performance will not violate any applicable law or third-party obligation. Party A warrants that the goods and services will be performed in a professional manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other party from claims arising out of its breach, negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, fraud, or breach of confidentiality, neither party shall be liable for incidental, special, exemplary, or consequential damages, and aggregate liability shall be limited to the fees paid or payable under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement and Amendments

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all assets or a merger.

Independent Contractors: The parties are independent contractors and nothing in this Agreement shall create an employment, partnership or joint venture relationship.

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