Business Baum Template

Business Baum Template

Parties

Recitals

WHEREAS, Business Name: (the "Business") seeks to obtain certain professional services; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the qualifications, experience and ability to perform such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Business effective as of Effective Date: , .

Scope of Work

Provider shall perform the services described below in a professional and timely manner in accordance with industry standards. Detailed description of services, deliverables, milestones, and acceptance criteria must be set forth by the parties.

Payment Terms

Invoicing and Payment: Provider shall submit invoices in accordance with the payment schedule. Business shall pay invoiced amounts within days of receipt of a proper invoice.

Late Payment: Amounts not paid when due shall bear interest at the lesser of one percent (1%) per month or the maximum rate permitted by law, plus any reasonable collection costs, including attorneys' fees, incurred by Provider.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary or business information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection, that the Disclosing Party designates as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to third parties except to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that is (i) publicly available without breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other party's Confidential Information, or (iv) required to be disclosed by law or court order, provided Receiving Party gives prompt notice to allow the Disclosing Party an opportunity to seek protective relief.

Duration of Obligation: The confidentiality obligations shall continue for a period of from the date of disclosure, or for such longer period as required by applicable law with respect to trade secrets.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation does not resolve the dispute within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the chosen governing state.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any applicable law or result in a breach of any other agreement.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts actually paid to Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement

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

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices are effective upon receipt.

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