C2C Service Agreement

C2C SERVICE AGREEMENT

This Corporation-to-Corporation Services Agreement ("Agreement") is made effective as of Effective Date: , by and between Client Name: , a organized under the laws of , with principal place of business at ; and Contractor Name: , a organized under the laws of , with principal place of business at . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to obtain certain services described herein from Contractor on a corporation-to-corporation basis; and

WHEREAS, Contractor represents that it has the necessary corporate capacity, personnel, technical skill, and resources to perform such services for Client in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions governing the provision of services and related deliverables.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Contractor shall perform the services and deliver the deliverables described in the Service Description attached hereto or set forth below ("Services"). Contractor shall perform the Services in a professional and workmanlike manner, consistent with industry standards.

1.2 Changes. Any change to the scope of Services must be agreed in writing by authorized representatives of both Parties and shall specify changes to price, schedule, and other affected terms.

2. TERM

2.1 Term. The term of this Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

2.2 Renewal. Any renewal or extension shall be made only by a written instrument signed by both Parties.

3. COMPENSATION

3.1 Fees. Client shall pay Contractor the fees set forth below for performance of the Services: Billing Rate: per hour; Fixed Fee (if applicable): .

3.2 Expenses. Client shall reimburse Contractor for reasonable, preapproved out-of-pocket expenses incurred in connection with performance of Services upon presentation of substantiating documentation.

4. INVOICING AND PAYMENT

4.1 Invoices. Contractor shall submit invoices to Client at intervals set forth below: . Each invoice shall describe Services performed, hours, rates, and reimbursable expenses.

4.2 Payment Terms. Client shall pay undisputed amounts within days of receipt of invoice. Disputed amounts must be identified in writing with reasonable detail and good faith; undisputed portions remain payable.

5. INDEPENDENT CONTRACTOR

5.1 Relationship. Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Contractor shall control the method and means of performing the Services and shall supply its own equipment and personnel.

5.2 Taxes and Benefits. Contractor shall be solely responsible for all taxes, withholdings, and benefits of its employees and subcontractors. Client shall not withhold taxes on Contractor's behalf.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

6.2 Obligations. Each Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information; and (c) not disclose Confidential Information to third parties except to employees, consultants, or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

6.3 Exceptions. Confidential Information does not include information that (a) is or becomes public without breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed without use of the other Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each Party retains all right, title and interest in its Background Intellectual Property existing prior to or developed outside the scope of this Agreement.

7.2 Work Product. Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to all deliverables and work product specifically created for Client under this Agreement and reduced to tangible form ("Deliverables"). To the extent any such Deliverables do not qualify as work made for hire, Contractor assigns all right, title and interest therein to Client.

7.3 License to Contractor Tools. Contractor may retain ownership of preexisting materials, tools, methodologies, and know-how embodied in Deliverables ("Contractor Tools"). Contractor grants Client a nonexclusive, royalty-free, worldwide license to use Contractor Tools solely as embodied in the Deliverables delivered hereunder.

8. WARRANTIES; COMPLIANCE

8.1 Warranties. Contractor warrants that the Services will be performed in a professional manner in accordance with applicable industry standards. For any breach of this warranty, Contractor will, at its option and expense, re-perform the deficient Services or refund the fees attributable to such Services.

8.2 Compliance. Contractor shall comply with all applicable laws, rules, and regulations in performing the Services, including applicable export control and data protection laws.

9. INDEMNIFICATION

9.1 Contractor Indemnity. Contractor shall indemnify, defend and hold Client and its officers, directors and employees harmless from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's gross negligence, willful misconduct, breach of this Agreement, or infringement of any intellectual property rights resulting from Contractor's performance.

9.2 Client Indemnity. Client shall indemnify, defend and hold Contractor and its officers, directors and employees harmless from and against claims, liabilities, losses, damages and expenses arising from Client's negligence, willful misconduct, or breach of this Agreement.

10. INSURANCE

Contractor shall, at its expense, maintain insurance customary for the performance of services of this nature, including commercial general liability and professional liability/errors & omissions coverage in amounts reasonably satisfactory to Client. Contractor shall provide certificates of insurance upon request.

11. TERMINATION

11.1 For Cause. Either Party may terminate this Agreement for material breach of the other Party that remains uncured after thirty (30) days' written notice specifying the breach.

11.2 For Convenience. Either Party may terminate for convenience upon sixty (60) days' prior written notice to the other Party. Upon termination, Client shall pay Contractor for Services performed and approved expenses incurred through the effective date of termination.

12. NOTICES

12.1 Manner. All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as a Party may specify in writing.

13. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Contractor may subcontract portions of the Services with Client's prior written consent, which shall not be unreasonably withheld.

14. AMENDMENT; WAIVER

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing, and no waiver of any breach shall operate as a waiver of any subsequent breach.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in for resolution of disputes.

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits or 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 communications, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the Parties' intent to the fullest extent permitted by applicable law.

18. COUNTERPARTS

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. Signatures delivered by electronic means shall be binding.

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