Business Agreement Pharaoh Sweet

BUSINESS AGREEMENT PHARAOH SWEET

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

WHEREAS

WHEREAS, Client is engaged in the business of operating and marketing specialty confections and desires to retain the Service Provider to perform services described herein; and

WHEREAS, Service Provider represents that it has the skill, experience, and capacity to provide such services and is willing to perform the services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the services, payment, confidentiality, and other matters contained in this Agreement.

SCOPE OF WORK

The Service Provider shall perform the services described above (the Services) in a professional and workmanlike manner in accordance with industry standards. Deliverables shall be delivered in the format and by the dates specified in the Scope of Work, and Client shall have a reasonable period to review and accept or reject any deliverable in accordance with the acceptance criteria stated in the Scope of Work.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider the Contract Amount in accordance with the Payment Schedule. Service Provider shall submit invoices to Client detailing work completed and amounts due. Payment is due within days of receipt of invoice.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Service Provider for reasonable collection costs and attorney fees incurred in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party no less than days prior to the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and for reasonable wind-down costs pre-approved by Client.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public commercial, technical, financial, or business information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked confidential or that a reasonable person would understand to be confidential. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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 reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by Receiving Party; (ii) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information as required by law, provided Receiving Party gives Disclosing Party prompt notice and cooperates with Disclosing Party's efforts to seek protective measures.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise expressly agreed in writing, Service Provider grants to Client a nonexclusive, perpetual, worldwide, royalty-free license to use, reproduce, and distribute deliverables produced under this Agreement for Client's business purposes. Service Provider represents that deliverables will not infringe third-party intellectual property rights and agrees to indemnify and hold Client harmless from any third-party claim alleging infringement arising from Service Provider's deliverables.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in that state and the parties submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, 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 oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

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 either party may designate in writing, and shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Sign Now