Business XDF Agreement

Business XDF Agreement

This Business XDF Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

Recitals

WHEREAS, Client desires to engage Contractor to provide services and deliverables in connection with the XDF business initiative, and Contractor has represented that it possesses the skills and resources to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth the scope of services, payment terms, confidentiality obligations, and the respective rights and obligations of the parties in relation to the XDF engagement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Contractor shall perform the services and provide the deliverables described below. Contractor shall perform such services in a professional and workmanlike manner consistent with industry standards and in accordance with the schedule agreed by the parties.

2. Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the services performed under this Agreement. All fees are payable in U.S. dollars unless otherwise stated.

Late Payment: Any undisputed payment not received within the agreed payment period shall accrue a late fee of on the outstanding balance, or the maximum permitted by applicable law, whichever is lower. Client remains responsible for all reasonable costs of collection, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by a party (Discloser) to the other party (Recipient) that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Recipient shall (a) protect Confidential Information of Discloser with 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 only for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to permitted representatives who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by Recipient; (ii) is lawfully received from a third party without restriction; (iii) was known to Recipient prior to disclosure; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates with any reasonable efforts by Discloser to seek protective measures.

Survival: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years.

5. Representations and Warranties; Limitations

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any action arising under this Agreement.

7. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, proposals, 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.

8. Miscellaneous

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may provide in writing. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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