Contrino Business Contract Template

CONTRINO BUSINESS CONTRACT TEMPLATE

THIS AGREEMENT is entered into effective as of between:

Individual Corporation LLC Other

Individual Corporation LLC Other

RECITALS

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider represents that it has the professional skills, experience and resources necessary to perform such services in accordance with the terms set forth herein.

WHEREAS, Service Provider agrees to provide such services and deliverables pursuant to the terms, schedules and payment arrangements set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the services, payment and protection of confidential information.

SCOPE OF WORK

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

PAYMENT TERMS

Client shall pay Service Provider for the services rendered as set forth below. All amounts are stated in the currency agreed by the parties.

Select applicable payment method(s):

Wire Transfer Check Card Other

Interest on overdue amounts shall accrue at the lesser of: % per month or a flat late fee of .

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days of written notice specifying the breach. Termination for cause is without prejudice to any other rights or remedies available under law or equity.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party to the other, in any form, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement, including all intellectual property rights therein, upon full payment of all amounts due. Service Provider retains ownership of its pre-existing tools, methodologies and know-how, and grants Client a non-exclusive, royalty-free license to any Service Provider pre-existing materials embedded in the deliverables solely to the extent necessary to use the deliverables for Client's internal business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S OBLIGATIONS OF CONFIDENTIALITY OR INDEMNIFICATION FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

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 hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

GENERAL PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Notices required under this Agreement shall be given in writing to the addresses set forth above or to such other address as a party may designate by written notice, and shall be deemed given upon personal delivery, three (3) days after deposit with the postal service when sent by certified mail, or upon confirmation of receipt when sent by overnight courier.

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