Free Professional Vendor Agreement

This Professional Vendor Agreement ("Agreement") is entered into as of January 1, 2050, by and between [Your Company Name], a company incorporated under the laws of California, with its principal place of business located at [Your Company Address] ("Vendor"), and Fivesphere, a corporation organized and existing under the laws of the State of California, with its principal office located at Huntsville, AL 35801 ("Client").

The Vendor and Client are collectively referred to as the "Parties" and individually as a "Party."

I. Agreement Purpose

The purpose of this Agreement is to outline the terms and conditions under which Vendor shall provide goods or services to the Client, as described in the Statement of Work ("SOW") attached hereto and incorporated by reference.

II. Scope of Services

1. Services to be Provided

Vendor agrees to provide the following services to Client:

• Software development for a web-based application to streamline project management workflows, including user interface design, back-end development, and integration with third-party APIs.

• Ongoing technical support and maintenance for the first year following the launch of the application.

• Data migration services to ensure smooth transfer of all project-related data from Client's existing platform to the new system.

The Parties may modify the scope of services upon mutual agreement in writing.

2. Delivery of Services

The Vendor will deliver the agreed-upon services in accordance with the timelines outlined in the SOW. The Vendor agrees to meet the quality standards set forth by the Client in the SOW.

III. Payment Terms

1. Fees

The Client agrees to pay the Vendor for the services rendered according to the following payment structure:

• A fixed fee for development services of $500,000, with payment milestones tied to specific deliverables.

2. Invoicing

Vendor will submit invoices to the Client for the services performed in accordance with the agreed-upon payment schedule. Each invoice will include a description of the services provided, the applicable rates, and any additional costs, if applicable.

Invoices should be submitted to [Your Company Email].

3. Payment Due Dates

Payments are due 30 days from the date of the invoice unless otherwise specified. If payment is not made within the specified time frame, a late fee of 1.5% per month may be applied.

IV. Term and Termination

1. Term of Agreement

This Agreement will commence on the effective date and will remain in effect until completion of the services or until terminated by either Party as provided herein.

2. Termination for Convenience

Either Party may terminate this Agreement for convenience upon providing 60 days' written notice to the other Party.

3. Termination for Cause

Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to remedy such breach within 30 days of receiving written notice of the breach.

4. Effect of Termination

Upon termination of this Agreement, the Vendor shall deliver all completed work and any associated materials to the Client. Client shall pay for all services performed and expenses incurred up to the date of termination.

V. Confidentiality

1. Confidential Information

Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the Agreement. This includes, but is not limited to, business plans, trade secrets, and any other information marked as confidential.

2. Obligations of Confidentiality

The Parties agree that they will not disclose any confidential information to any third party without the prior written consent of the disclosing Party, except as required by law.

VI. Representations and Warranties

1. Vendor Warranties

Vendor warrants that it has the right to enter into this Agreement and that the services provided will be performed in a professional and workmanlike manner. Vendor also warrants that its services will comply with all applicable laws and regulations.

2. Client Warranties

Client warrants that it has the right to enter into this Agreement and that it will cooperate fully with the Vendor in providing necessary access to information and resources required for the performance of services.

VII. Governing Law and Dispute Resolution

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Both Parties agree that any dispute arising under or in connection with this Agreement shall be resolved in accordance with the laws of California.

2. Dispute Resolution

In the event of a dispute, the Parties agree to engage in good faith negotiations to resolve the matter. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to mediation in the State of California.

VIII. Indemnification

1. Vendor Indemnity

Vendor agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from Vendor's breach of this Agreement or the negligence or willful misconduct of the Vendor or its employees.

2. Client Indemnity

Client agrees to indemnify, defend, and hold harmless the Vendor from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement or the negligence or willful misconduct of the Client or its employees.

IX. Miscellaneous

1. Independent Contractors

The Vendor and Client are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, or employment relationship between the Parties.

2. Force Majeure

Neither Party shall be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of nature, war, or labor disputes.

3. Entire Agreement

This Agreement, including any attachments or SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, whether written or oral.

4. Amendments

This Agreement may only be amended in writing and signed by both Parties.

X. Signatories

IN WITNESS WHEREOF, the Parties hereto have executed this Professional Vendor Agreement as of the Effective Date.

Vendor:

[Your Name]
[Your Company Name]
Date: January 1, 2050

Client:

Alfonso Jewel
Fivesphere
Date: January 1, 2050

For any inquiries, please contact [Your Name] at [Your Email] or [Your Company Email].

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