Terms and Conditions Agreement

TERMS AND CONDITIONS AGREEMENT

This Terms and Conditions Agreement (Agreement) is entered into as of Effective Date: by and between Party A: (entity type: Individual Corporation LLC ) with principal place of business at , and Party B: (entity type: Individual Corporation LLC ) with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing the goods and services described in this Agreement and possesses personnel, facilities and expertise necessary to deliver such goods and services;

WHEREAS, Party B desires to obtain such goods and services subject to the terms and conditions set forth herein and Party A is willing to provide such goods and services pursuant to this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the work, deliverables, and tasks to be performed by Party A as further described in the Services Description field below. Party A shall perform Services in accordance with the standards of care customary in its industry.

2. SCOPE AND ACCEPTANCE

2.1 Party A shall provide the Services in accordance with the schedule and milestones reasonably established by the parties. Party B shall cooperate with Party A by providing timely access to personnel, facilities and information reasonably required for performance.

2.2 Acceptance of deliverables shall occur upon Party B's written approval or upon the lapse of a reasonable acceptance period not to exceed days after delivery unless Party B provides written notice specifying material nonconformities.

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the Effective Date and continue for an initial term of months unless earlier terminated in accordance with this Section.

3.2 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES, INVOICING AND PAYMENT

4.1 Party B shall pay Party A the fees set forth in the payment schedule agreed by the parties. Unless otherwise stated, payment is due within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party acknowledges that certain information disclosed by the other party is confidential. Confidential Information shall not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prior notice where permitted.

5.2 Each receiving party shall: (a) use Confidential Information only for the purposes of performing its obligations hereunder; (b) restrict access to Confidential Information to employees, contractors and agents who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect the confidentiality of such information.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in writing, Party A retains all right, title and interest in any pre-existing intellectual property owned or controlled by Party A, and Party B retains all right, title and interest in any pre-existing intellectual property owned or controlled by Party B.

6.2 To the extent that new deliverables are created and delivered under this Agreement, the parties shall assign and agree ownership as follows:

7. WARRANTIES; DISCLAIMER

7.1 Party A represents that it will perform Services in a professional and workmanlike manner consistent with industry standards. Party A does not warrant that Services will be error-free or uninterrupted except to the extent expressly set forth in a written service level agreement signed by both parties.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTY B TO PARTY A DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INDEMNIFICATION

9.1 Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

10. NOTICES

10.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may specify in writing.

11. AMENDMENTS; WAIVER

11.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. The failure of either party to exercise any right shall not constitute a waiver of that right unless in writing and signed by the waiving party.

12. ASSIGNMENT

12.1 Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, provided that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control of such party.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT

14.1 This Agreement, together with any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

15. SEVERABILITY

15.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted so as to give effect to the parties' intent to the fullest extent permitted by law.

16. COUNTERPARTS

16.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic image or facsimile shall be binding.

17. MISCELLANEOUS

17.1 The parties acknowledge that they have the power and authority to enter into and perform under this Agreement, and that the person executing this Agreement on behalf of each party is authorized to bind that party.

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