Business B2B Standard

Business B2B Standard

Parties

RECITALS

WHEREAS, Service Provider represents that it has the personnel, experience and technical capability to provide the services described below in a professional manner; and

WHEREAS, Client desires to engage Service Provider to provide such services under the terms and conditions set forth in this Agreement effective as of (the "Effective Date"); and

WHEREAS, the parties intend that the rights, duties and obligations set forth in this Agreement govern their commercial relationship and any specific projects described herein.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Service Provider will provide resources and perform work in accordance with the timelines and acceptance criteria set forth.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Unless otherwise agreed in writing, payments shall be made in U.S. dollars and are non-refundable except as expressly provided herein.

Service Provider will submit invoices to Client. Payments shall be due within days of invoice receipt, unless a different period is specified in an applicable milestone.

Any overdue amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning the day after payment is due. In addition, Client will be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

Unless otherwise agreed, the fees do not include sales, use, value-added or other taxes. Client is responsible for payment of taxes arising from this Agreement, except taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach. Material breach includes failure to pay undisputed invoices, persistent failure to meet acceptance criteria, or unauthorized disclosure of Confidential Information.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by a party ("Discloser") to the other party ("Recipient") either directly or indirectly in writing, orally, or by inspection of tangible objects 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.

Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information from unauthorized use or disclosure using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than through breach by Recipient; (ii) was known to Recipient prior to disclosure by Discloser; (iii) is rightfully obtained by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of material obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of excluding its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any written exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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 designates by written notice. Notices shall be deemed given when delivered personally, three days after deposit in the U.S. mail, postage prepaid, or one day after deposit with a nationally recognized overnight courier.

Sign Now