Maryland Business Form

Maryland Business Form

Agreement Identification

Agreement Date:

Recitals

WHEREAS, Client Name: desires to retain the Service Provider to perform certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the personnel, experience, and capacity to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to reduce to writing the terms and conditions under which the Service Provider will perform services for the Client as set forth in this Agreement effective as of Effective Date: .

Scope of Work

The Service Provider will perform the services and deliverables described below. The parties agree that the Scope of Work will be performed in a commercially reasonable manner and in accordance with the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider for the services performed under this Agreement in accordance with the following payment terms.

All amounts are payable in United States dollars. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the effective date of termination.

Either party may terminate for cause 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. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data, and trade secrets.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential obligations shall not apply to information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party to permit protective action.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, all work product and deliverables developed by Service Provider specifically for Client under this Agreement ("Deliverables") shall be considered works made for hire and ownership of such Deliverables shall vest in Client upon full payment. Service Provider hereby assigns to Client all right, title and interest in and to such Deliverables, subject to payment in full.

Service Provider retains ownership of its pre-existing materials, know-how, and general skills not constituting Client Confidential Information, and grants Client a perpetual, non-exclusive license to any residual technical information and methodologies incorporated into the Deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in Maryland for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including 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, representations, and understandings. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses listed above by personal delivery, certified mail, or overnight courier. If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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