Technical Business Compilation

TECHNICAL BUSINESS COMPILATION AGREEMENT

This Technical Business Compilation Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client requires a compilation of technical and business data, analyses, and explanatory material concerning the project titled (Project);

WHEREAS, Consultant possesses technical, analytical, and compilation expertise and agrees to assemble, organize, and deliver the Compilation Report as set forth herein; and

WHEREAS, the parties desire to set forth the terms governing the performance, delivery, ownership, and compensation for the Compilation Report.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:

Invoicing Frequency:   Payment Method:

Late Payment: Unpaid amounts shall bear interest at or a flat fee of , whichever is greater, calculated from the invoice due date until paid. Client shall also reimburse Consultant for reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate if the breach is not cured within days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party and identified as confidential or which a reasonable person would understand to be confidential (Confidential Information). Confidential Information shall not include information that is (a) in the public domain other than by a breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without consideration of the other party's Confidential Information. The receiving party shall use Confidential Information solely for performance under this Agreement and shall restrict disclosure to its employees, contractors, and advisors on a need-to-know basis and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of .

OWNERSHIP, LICENSES, AND USE OF DELIVERABLES

Consultant shall retain ownership of pre-existing intellectual property and methodologies. Subject to full payment, Consultant grants Client a non-exclusive, non-transferable license to use the Compilation Report for Client's internal business purposes. Client may not distribute, resell, or publish the Compilation Report in whole or in part without Consultant's prior written consent. Any third-party materials incorporated into the Deliverables remain subject to their original licenses.

LIMITATION OF LIABILITY

Consultant will perform services in a professional manner consistent with industry standards. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

INDEPENDENT CONTRACTOR; SUBCONTRACTING

Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship between the parties. Consultant may engage subcontractors or affiliates to perform portions of the work provided Consultant remains responsible for the performance and compliance of such subcontractors with the terms of this Agreement.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in a written instrument signed by both parties.

SEVERABILITY; WAIVER

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses above by hand delivery, certified mail, or recognized courier service and shall be effective upon receipt.

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