Business Agreement Early Owl

BUSINESS AGREEMENT EARLY OWL

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client operates a business engaged in the provision of goods and/or services and desires to retain Service Provider to perform certain services for the benefit of Client on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the services described in this Agreement and is willing to perform such services for Client under the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Contract Amount: $ . Client shall pay Service Provider in accordance with the schedule and conditions set forth below.

Invoices shall be submitted by Service Provider to Client in writing. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Late payments will incur a late fee equal to per month on the overdue balance, or the maximum amount allowed by law, whichever is less. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the proposed termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured after thirty (30) days' written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Upon termination, each party shall promptly return or destroy the other party's confidential information and, upon Client's request, pay Service Provider for all unpaid work completed through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) is lawfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives prompt notice to the Disclosing Party to permit the Disclosing Party to seek a protective order or other appropriate remedy.

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 action arising under or relating to this Agreement.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that the services will be performed in a professional manner consistent with applicable industry standards. Service Provider shall indemnify and hold harmless Client from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence or willful misconduct in the performance of the services. Client shall indemnify and hold harmless Service Provider from and against liabilities arising out of Client's breach of this Agreement or its misuse of deliverables.

Entire Agreement; Amendment

This Agreement, together with any exhibits or written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

Relationship of the Parties: The parties acknowledge and agree that Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency or franchise relationship between the parties. Assignment: 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 sale of substantially all of its assets or a merger. 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 designate by written notice.

Sign Now