Business Use Unlocked Document

Business Use Unlocked Document

Parties

Recitals

WHEREAS, Client Name: seeks to obtain certain business services and rights to use materials, systems, or facilities for commercial purposes; and

WHEREAS, Provider Name: represents that it has expertise, equipment, and authority to grant such use under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Client will be permitted to use Provider's business assets, intellectual property, or services for commercial operations, subject to payment and confidentiality obligations.

Scope of Work

The Provider will permit the Client to use the Provider's business resources and perform the services described below. The parties agree that the following describes, with particularity, the scope of services and permitted business use:

Payment Terms

Client shall pay Provider for services rendered and rights granted as set forth below.

Late Payment: Any amount not paid within days of the due date shall incur a late fee equal to the greater of % per month on the outstanding balance or a fixed fee of . Late fees shall accrue from the first day after the payment due date until paid in full.

Term and Termination

This Agreement commences on Effective Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice at least days to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after written notice specifying the breach.

Upon termination, Client shall promptly pay all fees accrued through the effective date of termination and shall cease all use of Provider's assets, proprietary systems, and confidential materials unless otherwise agreed in writing.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. For purposes of this Agreement, "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) not disclose it to third parties except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or valid order of a court or governmental body, provided it gives prompt written notice to the disclosing party and cooperates in any efforts to limit disclosure.

Intellectual Property

Except as expressly granted in this Agreement, Provider retains all right, title, and interest in and to Provider's pre-existing intellectual property and any proprietary systems or tools. Client receives a limited, non-exclusive, non-transferable license to use Provider's intellectual property solely to the extent necessary to exercise the rights granted herein. Any new intellectual property created jointly shall be addressed in a separate written agreement unless otherwise agreed in writing.

Warranties and Limitation of Liability

Each party represents that it has authority to enter into this Agreement. PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved, the parties agree to submit the dispute to binding arbitration in the county of the Provider's principal place of business, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates in writing. Notices shall be deemed given upon personal delivery, delivery via courier service, or three (3) days after deposit in the U.S. mail if sent by certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in interest.

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