WealthTechs Business Document

WEALTHTECHS BUSINESS AGREEMENT

This Business Agreement (the Agreement) is made and entered into as of by and between WealthTechs Provider: whose principal place of business is , and Client: with address .

RECITALS

WHEREAS, Provider is engaged in the business of developing, implementing and licensing financial technology, advisory platforms, analytics and related services (collectively, the Services); and

WHEREAS, Client desires to retain Provider to perform certain services in connection with Client’s business operations and Provider is willing to perform such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Provider’s deliverables, work product and any confidential information exchanged will be subject to the protections and limitations provided herein.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in accordance with the milestones and specifications agreed by the parties.

PAYMENT TERMS

In consideration for Provider’s performance, Client shall pay Provider the fees set forth below in United States dollars. All payments are net and exclusive of taxes unless required by law.

Any undisputed amount not paid when due shall accrue interest at a rate of (or the maximum rate permitted by law if lower). In addition, Client will be responsible for reasonable collection costs and attorneys’ fees.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice at least days prior to the effective termination date. Termination for Cause: 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.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (Discloser) disclosed in connection with this Agreement. “Confidential Information” means non-public technical, commercial, financial and business information, trade secrets, software, algorithms, models, documentation, client lists and pricing. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully in Recipient’s possession prior to disclosure; (c) is independently developed by Recipient without reference to Discloser’s Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental authority, provided Recipient gives prompt written notice to Discloser and cooperates with reasonable requests to limit disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years. Recipient acknowledges that monetary damages may be inadequate and that Discloser is entitled to seek injunctive relief for breach of this provision.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in a separate written statement of work, Provider retains all right, title and interest in and to Provider’s pre-existing intellectual property, tools, methodologies and know-how. Subject to Client’s payment in full for the Services, Provider grants Client a non-exclusive, non-transferable license to use deliverables specifically identified as work product solely for Client’s internal business purposes. Any modifications, derivatives or compilations that incorporate Provider’s pre-existing materials remain the property of Provider.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and costs arising from the indemnifying party’s gross negligence, willful misconduct or material breach of this Agreement, subject to the limitations of liability set forth herein.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be submitted to binding arbitration before a single neutral arbitrator in accordance with the rules selected by the parties, and judgment on the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in a writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party’s obligations under this Agreement. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing.

SIGNATURES

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