Business BeSpoke Document

Business BeSpoke Document

This Business BeSpoke Document (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Effective Date: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain customized business services as further described in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the experience, personnel, and capabilities necessary to perform the services described herein and is willing to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Any changes to the scope must be agreed in writing by both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for the full performance of the Scope of Work. All payments are due in U.S. Dollars unless otherwise agreed in writing.

Payments not received by the due date shall accrue interest and late fees as set forth above. Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses pre-approved in writing. All taxes applicable to payments hereunder shall be the responsibility of the party required by law to collect or pay such taxes.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. In the event of termination, Service Provider shall be entitled to payment for all services performed and approved expenses incurred through the effective date of termination, subject to setoff for any amounts owed by Service Provider to Client.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use it solely for performance of this Agreement, and (iii) not disclose it to third parties except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those contained herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a disclosure by Receiving Party; (b) was known to Receiving Party prior to disclosure; or (c) is rightfully obtained by Receiving Party from a third party without breach of obligation.

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. The parties submit to the exclusive jurisdiction of the courts located within that State for the adjudication of any dispute arising under or in connection with this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. No amendment or waiver shall be binding unless made in writing and signed by both parties.

Notices

Any notice required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below, sent by registered mail, nationally recognized overnight courier, or by personal delivery.

Miscellaneous

Assignment: 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 assign to an affiliate or in connection with a sale of substantially all of its assets.

Force Majeure: Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, provided the affected party gives prompt written notice and takes commercially reasonable steps to resume performance.

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