Business Agreement Two Pieces

Business Agreement Two Pieces

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

WHEREAS

WHEREAS, Client requires the design, manufacture and delivery of two distinct pieces of tangible goods or components (the Pieces) described in the Scope of Work below; and

WHEREAS, Provider has represented that it has the expertise, equipment and capacity to produce, test and deliver the Pieces in accordance with the terms, schedule and quality standards set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliver the Pieces as expressly set forth in this Section. Provider shall provide all labor, materials, tools, testing, inspection, quality control and documentation necessary for completion in accordance with industry standards and the specifications agreed by the parties.

Payment Terms

Total Contract Amount: $

Invoicing: Provider will submit invoices in accordance with the payment schedule. Client shall remit payment within days of receipt of a proper invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of % per month, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable costs of collection.

Term and Termination

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for work performed and costs incurred prior to termination.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any confidential information disclosed by the other party (the Disclosing Party) that is marked confidential or that, by its nature, should reasonably be considered confidential. Confidential information excludes information that (i) is or becomes public through no fault of the Receiving Party; (ii) is lawfully received from a third party without a duty of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful effort to limit such disclosure.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's confidential information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider grants to Client a nonexclusive, perpetual license to use the deliverable specifications and documentation as necessary to use the Pieces for Client's internal business purposes. Provider retains ownership of Provider's preexisting tools, methods, and intellectual property. Any custom designs or work product specifically commissioned and paid in full by Client shall be owned by Client upon full payment, subject to Provider's right to retain copies for its records.

Warranties; Limitation of Liability

Provider warrants that the Pieces delivered will materially conform to the specifications set forth in the Scope of Work for a period of days from delivery. Client's exclusive remedy for breach of the foregoing warranty is repair or replacement of nonconforming Pieces at Provider's expense, or refund of the portion of the purchase price attributable to such nonconforming Pieces, at Provider's election.

Except for the express warranty above, the Pieces are provided "AS IS" and Provider disclaims all other warranties, express or implied. In no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages, nor for loss of profits, except to the extent liability cannot be limited by applicable law.

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 the chosen state for any disputes arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the parties.

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