Business AFD Template

BUSINESS AFD TEMPLATE

This Agreement for Business AFD (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business analysis, documentation, or deliverable services described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services and deliverables in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality, term, and other material terms governing their relationship.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables specified above in a professional manner consistent with industry standards. Any material change to the Scope of Work shall require prior written approval by both parties, which may be evidenced by an addendum executed by authorized representatives.

PAYMENT TERMS

Invoices shall be submitted in accordance with the payment schedule above. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at on overdue amounts, or the maximum rate permitted by applicable law, whichever is lower. Client is responsible for any reasonable collection costs and attorney fees incurred by Provider to collect past due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice describing the breach with reasonable specificity.

Upon termination, Provider shall invoice Client for all services performed and expenses incurred through the effective date of termination. Payment of undisputed invoices shall survive termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party that, if in written form, is marked confidential, or if disclosed orally or visually, is identified as confidential at the time of disclosure and summarized in writing within thirty (30) days. Each party shall: (a) hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality. If disclosure is legally required, the receiving party shall provide prompt notice to allow the disclosing party to seek protective measures.

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 in that State for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or addenda signed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any modifications must be in a writing signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

Independent Contractors: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship.

NOTICES

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