Miscellaneous Blob Link

MISCELLANEOUS BLOB LINK AGREEMENT

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between:

Service Provider Name:

Individual   Corporation   Limited Liability Company   Other:

Client Name:

Individual   Corporation   Limited Liability Company   Other:

RECITALS

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to provide services relating to Blob Link integration, data transfer, storage linkage, and related consulting described in this Agreement (the "Services");

WHEREAS, Client desires to engage Service Provider to perform the Services for the project identified as Project Title: under the terms set forth herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Services, payment, confidentiality, and other matters in this written Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: USD.

Invoices shall be issued in accordance with the Payment Schedule and are due and payable within days of invoice date. Overdue amounts shall accrue interest as a late fee equal to % per month (or the maximum permitted by law, if less), calculated daily and compounded monthly.

TERM AND TERMINATION

The term of 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 providing written notice to the other party at least days prior to the effective termination date. 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.

Upon termination, Client shall pay Service Provider for all Services performed and costs incurred through the effective date of termination, including any non‑cancelable commitments reasonably incurred by Service Provider.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether orally, visually, or in writing, including trade secrets, technical data, business plans, product designs, source code, and customer information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction and without breach of an obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use the Confidential Information solely to perform its obligations under this Agreement. The obligations of confidentiality shall survive termination for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Nothing in this Agreement shall prohibit the Receiving Party from disclosing Confidential Information to the extent required by law or valid court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates with reasonable efforts to limit the scope of disclosure and obtain confidential treatment.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in performing the Services. To the extent Service Provider creates new deliverables specifically for Client under this Agreement, ownership of those deliverables shall be assigned to Client upon full payment, except that Service Provider retains a perpetual, non-exclusive license to use general ideas, know-how, methodologies, and anonymized performance data for its business purposes.

Client retains ownership of its data and grants Service Provider a limited, revocable license to use Client data solely to perform the Services. Service Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Client data.

GOVERNING LAW

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

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attached exhibits or statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall create an employment, agency or partnership relationship between the parties.

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

NOTICES

SIGNATURES

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