Business Bande Template

BUSINESS BANDE TEMPLATE

Parties and Contact Information

Recitals

WHEREAS, Client Name: desires to retain Contractor to perform certain business services and deliverables described herein; and

WHEREAS, Contractor Name: represents that it has the experience, personnel, and resources necessary to perform such services under the terms and conditions of this Agreement;

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

Scope of Work

Project / Engagement Title:

Deliverables, milestones, acceptance criteria, and any required documentation shall be set forth in writing and attached as exhibits or specified in the Scope of Work above. Contractor shall perform the work in a professional manner consistent with industry standards.

Payment Terms

Total Fee / Amount: . Payment shall be made in the currency of the parties' principal places of business.

Invoices are due within days of invoice date. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Payments shall be applied first to accrued interest and fees, then to principal.

Term and Termination

Effective Date: . Term of Agreement shall commence on the Effective Date and continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause by providing the other party with written notice of termination at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice identifying the breach.

Upon termination, Contractor shall deliver all work in progress and invoices for all services performed to the date of termination, and Client shall pay for all undisputed services performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in any form, including business plans, financial information, technical data, know-how, trade secrets, and customer information. Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care); (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) 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 contained herein. Upon termination or request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate, and each party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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 courts located in that State for resolution of disputes arising under this Agreement.

Representations, Warranties and Limitation of Liability

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. Contractor represents that services will be performed in a workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed to be a waiver of any other breach. Notices under this Agreement shall be in writing and delivered to the contact addresses set forth above.

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