Business AppA Template

Business AppA Template

This Business Application and Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Whereas

WHEREAS, Client desires to obtain certain business services and deliverables from Service Provider, and Service Provider represents that it has the requisite experience, personnel, and resources to perform such services under the terms set forth herein.

WHEREAS, the parties intend for this Agreement to define the scope, compensation, and responsibilities of each party, and to allocate risk between them.

WHEREAS, the parties agree that certain details of the engagement will be set forth in the Scope of Work and applicable pricing schedules attached or incorporated herein.

Scope of Work

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

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider in accordance with the following terms:

Invoices shall be issued by Service Provider and are payable within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum lawful rate if less.

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 days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice specifying the breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all work performed and non-cancellable third-party obligations incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession before receipt from the disclosing party; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party to permit a protective order or other appropriate remedy.

Representations, Warranties and Remedies

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality and that the non-breaching party may seek injunctive or equitable relief without the necessity of posting bond in addition to any other remedies available at law or in equity.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for breaches of confidentiality or claims arising from gross negligence or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder. Notices shall be in writing and delivered to the addresses set forth above unless otherwise provided in writing.

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