Business AST Template

BUSINESS AST TEMPLATE

This Agreement for Services and Terms (the Agreement) is made and entered into as of (Effective Date), by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client requires certain business services, consulting, and ancillary deliverables described herein; and

WHEREAS, Service Provider represents that it possesses the experience, personnel, and resources necessary to perform such services and is willing to perform them under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. Scope of Work

Services will include, at a minimum, the tasks, deliverables, acceptance criteria, and milestones set forth in the Description of Services. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Invoices are payable within days of invoice receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower), and Client shall be responsible for reasonable collection costs.

3. 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 days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice of breach, or for insolvency, bankruptcy, or assignment for the benefit of creditors.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in oral, written, or electronic form 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 shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure no less than those used to protect its own confidential information of a similar nature.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without use of 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 notice to the disclosing party and cooperates with reasonable protective measures.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, all deliverables and work product developed by Service Provider under this Agreement shall be considered "work made for hire" and ownership shall vest in Client upon full payment of amounts due. Service Provider retains ownership of its preexisting materials and general skills, know-how, and methodologies. Service Provider grants Client a perpetual, worldwide, non-exclusive license to any preexisting elements incorporated in deliverables to the extent necessary for use of the deliverable.

6. Representations and Warranties

Each party represents that it has the full right, power, and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner in accordance with generally recognized industry standards and that deliverables will materially conform to specified acceptance criteria for a period of ninety (90) days following delivery.

7. Limitation of Liability

Except for liability arising from breach of confidentiality or willful misconduct, neither party shall be liable for indirect, incidental, special, or consequential damages. Each party's aggregate liability arising from or related to this Agreement shall be limited to the amounts paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim, except to the extent such limitation is unenforceable under applicable law.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen governing law jurisdiction.

9. Assignment and Subcontracting

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may subcontract deliverables to third parties provided Service Provider remains responsible for performance and compliance with this Agreement.

10. Entire Agreement; Amendment

This Agreement, together with any statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. Notices

Notices under this Agreement shall be in writing and delivered to the addresses above by certified mail, overnight courier, or by electronic transmission with confirmation.

12. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings are for convenience only and do not affect interpretation.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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