Body Document Template

BODY DOCUMENT TEMPLATE

Agreement Date:

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain goods or services described herein; and

WHEREAS, Contractor Name: represents that it has the expertise, personnel, and resources necessary to perform the services under the terms set forth below; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will provide services to Client.

Scope of Work

Payment Terms

Total Payment Amount:

Method of Payment:

Late Payment Fee: — Fees shall accrue on overdue amounts from the invoice due date until paid, compounded monthly, subject to applicable law.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach by either party shall be effective after days' opportunity to cure following written notice specifying the breach. Payment obligations for work performed and accepted through the effective date of termination shall survive termination and be paid in accordance with the Payment Terms.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public 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. Each recipient shall: (a) use Confidential Information solely to perform under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to the recipient's employees, contractors, or advisors who need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality Duration: after termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is independently developed, or is rightfully received from a third party without restriction.

Representations, Warranties, and Indemnification

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement. Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. To the extent permitted by law, Contractor shall indemnify and hold harmless Client from and against any third-party claims arising from Contractor's breach of the warranties in this Agreement, gross negligence, or willful misconduct; provided that the indemnified party gives prompt notice and cooperates in the defense of any such claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration or litigation as elected in writing by the prevailing party; the forum will be in the county where the prevailing party maintains its principal place of business, unless otherwise agreed in writing.

Assignment; Amendment; Severability

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder. This Agreement may be amended only by a writing signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to such subject matter.

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