Preparation Agreement

PREPARATION AGREEMENT

This Preparation Agreement (the Agreement) is made effective on between Client Name: and Preparer Name: .

RECITALS

WHEREAS, Client requires professional preparation services as described below and has engaged Preparer to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Preparer represents that it has the competence, experience, and personnel necessary to prepare the deliverables and will perform such services in a timely and professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Preparer shall perform the preparation services described below. Services shall include preparation, revision, and finalization of the specified materials and any associated consultation reasonably necessary for completion.

PAYMENT TERMS

Client shall pay Preparer the fees and reimburse expenses in accordance with the terms below. All fees are exclusive of any taxes for which Client will remain responsible.

Late payments not disputed in good faith will accrue interest at the rate set forth above, computed monthly, together with all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and will continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client will pay Preparer for all work performed up to the effective date of termination and for any non‑cancellable commitments reasonably made in anticipation of performance.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical or financial information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform 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 no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Disclosure required by law shall be made only after prompt notice to the disclosing party and, where permitted, the disclosing party's opportunity to seek protective measures.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Preparer grants Client a nonexclusive, perpetual, worldwide license to use the final deliverables for Client's internal business purposes. Preparer retains ownership of its preexisting materials, know‑how, templates, and methodologies. Any transfer of intellectual property rights shall be effective only upon full payment of all amounts due under this Agreement.

INDEPENDENT CONTRACTOR

Preparer is an independent contractor. Nothing contained in this Agreement will be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Preparer is solely responsible for all taxes, withholdings and other statutory, regulatory, or contractual obligations of any sort.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or breach of confidentiality, each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid to Preparer under this Agreement during the 12 months preceding the claim. Neither party will be liable for consequential, incidental, special, or punitive damages.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other. Notices are effective upon receipt.

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 law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the county of the governing law state, and each party consents to venue and personal jurisdiction therein.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits, schedules and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification or amendment of this Agreement shall be effective unless made 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 remain in full force and effect. The parties agree to attempt to substitute a valid provision that most closely effects the parties' original intent. Neither party may assign this Agreement without the prior written consent of the other, except that Preparer may assign to an affiliate or in the event of a merger or sale of substantially all of its assets.

Sign Now