Client Signed COS

CLIENT SIGNED COS

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described herein and Service Provider is willing to provide such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Client and Service Provider intend for this Agreement to memorialize their respective rights, obligations, and the commercial terms governing the engagement; and

WHEREAS, the parties acknowledge that timely performance, confidentiality, and clear payment terms are material to this engagement.

NOTICES / CONTACT ADDRESSES

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The services shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the total compensation set forth below in consideration for the performance of the Scope of Work. All amounts are in U.S. dollars unless otherwise agreed in writing.

Payment is due within days of Client's receipt of an undisputed invoice. Late payments shall bear interest at the rate of % per month, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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 includes, without limitation, business plans, financial information, client lists, technical data, trade secrets, and other non-public information.

The Receiving Party shall: (a) protect Confidential Information 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 to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

The obligations in this Section shall not apply to information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (iii) was rightfully obtained from a third party without restriction; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Breach of this confidentiality provision would cause irreparable harm for which monetary damages may be insufficient; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW; 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 laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within 30 days, either party may seek any remedy available at law or in equity.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the execution, delivery, and performance of this Agreement by such party will not violate any applicable law, regulation, or contractual obligation.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, and total aggregate liability shall be limited to direct damages not to exceed the total amounts actually paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral and written agreements, understandings, and representations. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

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