Business BED1 Template

Business BED1 Agreement

This Business BED1 Agreement (the Agreement) is entered into as of by and between:

Client Name:     Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services and deliverables as set forth herein and Service Provider represents that it has the experience, qualifications and personnel to perform such services;

WHEREAS, the parties intend that the work to be performed, compensation, terms of payment and other material provisions shall be set forth in this Agreement and any schedules or statements of work incorporated herein;

WHEREAS, the parties agree that this Agreement governs the parties' rights and obligations with respect to the services and supersedes prior discussions and understandings.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below in accordance with the terms of this Agreement. The parties may attach or incorporate a Statement of Work describing tasks, milestones and acceptance criteria.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the services performed. All payments are due in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest as set forth above. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees and court costs, to the extent permitted by law.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Upon termination for any reason, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Provisions that by their nature survive termination shall continue in full force and effect.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party). "Confidential Information" means non-public information that is designated as confidential or that, by its nature, would reasonably be understood to be confidential including business plans, financial information, technical data, trade secrets and customer lists.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the Receiving Party without use of Confidential Information.

The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate and agree that injunctive relief is an appropriate remedy in addition to other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute shall lie in the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, including any incorporated statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or waiver shall be effective unless in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the person signing on its behalf is duly authorized to bind the party.

ADDITIONAL PROVISIONS

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