Business Uvas Template

BUSINESS UVAS TEMPLATE

This Business Services Agreement (the "Agreement") is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Party A is engaged in providing professional business services, including but not limited to advisory, procurement, and operational support specific to Uvas-related commercial activities; and

WHEREAS, Party B desires to retain Party A to provide such services on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Party A shall perform the services and deliverables described below and in any attached statements of work. Party A shall perform all services in a professional and workmanlike manner, in accordance with accepted industry standards.

Payment Terms

Party B shall compensate Party A as set forth below. All amounts are in lawful currency unless otherwise agreed in writing.

Late payments shall bear interest at the rate of per month on any overdue balance, calculated from the date such payment was due until paid in full. In addition to interest, Party B shall reimburse Party A for reasonable collection costs and attorneys' fees incurred to enforce payment.

Term and Termination

This Agreement commences on and expires on unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Party B shall pay Party A for all services performed and reasonable expenses incurred through the effective date of termination. Client shall not withhold payment for disputed items except to the extent of a good faith dispute properly presented in writing.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving party, (ii) was in the receiving party's lawful possession prior to disclosure, (iii) is rightfully disclosed to the receiving party by a third party without restriction, or (iv) is independently developed by the receiving party.

The receiving party shall: (a) protect Confidential Information of the disclosing party with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Party A retains all intellectual property rights in methodologies, tools, software, and pre-existing materials. Party A grants Party B a non-exclusive, non-transferable license to use deliverables produced exclusively for Party B solely for Party B's internal business purposes. Any source code, templates, or proprietary tools provided by Party A shall remain the sole property of Party A.

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 SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO 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 principles of conflicts of law. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute cannot be resolved by negotiation within sixty (60) days, either party may pursue any available remedy in a court of competent jurisdiction in the chosen state.

Entire Agreement; Amendment

This Agreement, together with any exhibits or statements of work executed under it, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

The parties acknowledge that this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Headings are for convenience only and shall not affect interpretation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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