Exhibit D Business Document Template

EXHIBIT D — BUSINESS DOCUMENT TEMPLATE

This Exhibit D Business Document Template (the "Agreement") is made effective as of Effective Date: by and between Client Name: (the "Client") and Contractor Name: (the "Contractor") (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, the Client requires certain services described herein and desires to engage the Contractor to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Contractor represents that it has the skill, experience and capacity to perform the services in a professional manner and will perform in accordance with the schedules and specifications agreed by the Parties; and

WHEREAS, this Exhibit D sets forth the specific scope, payment, confidentiality, term and other business terms supplemental to the controlling agreement between the Parties.

PARTY CONTACTS

SCOPE OF WORK

The Contractor shall perform the services and deliverables described below in accordance with industry standards and the schedule agreed by the Parties. The Contractor shall provide all labor, materials, equipment and supervision necessary to complete the work unless otherwise stated.

PAYMENT TERMS

Compensation. Client shall pay Contractor the total fee specified below for the performance of the Scope of Work. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

All invoices unpaid thirty (30) days after the invoice date shall accrue interest at the rate specified above and Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in enforcing payment.

TERM AND TERMINATION

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

Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than Notice Period: days prior to the effective termination date.

Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination. Upon termination, Contractor shall deliver all work in progress and Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination, subject to applicable set-offs and deductions for breach.

CONFIDENTIALITY

Definition. "Confidential Information" means any non‑public information disclosed by one Party to the other, whether oral, written or electronic, including business plans, pricing, technical data, trade secrets, and customer information.

Obligations. The receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known other than by breach of this Agreement; (b) was rightfully in the receiving Party’s possession prior to disclosure; or (c) is independently developed without use of the disclosing Party’s Confidential Information.

MISCELLANEOUS

Assignment. Neither Party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other Party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its business.

Amendment. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to principles of conflicts of law.

ENTIRE AGREEMENT

This Exhibit D, together with any referenced governing agreement between the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any conflict between this Exhibit D and the governing agreement shall be resolved in favor of the governing agreement unless this Exhibit D expressly states otherwise.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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