Business Best Effort Template

BUSINESS BEST EFFORT TEMPLATE

Effective Date:    Client Name:    Contractor Name:

Recitals

WHEREAS, Client desires to engage Contractor to perform certain professional services on a best-efforts basis as described in this Agreement; and

WHEREAS, Contractor represents that it has the experience, resources and personnel necessary to perform the services and will devote commercially reasonable and best efforts to achieve the objectives set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the services and Client will compensate Contractor.

Scope of Work

Contractor shall perform the services described below using best efforts, exercising the degree of skill and care ordinarily exercised by professionals performing similar services. The parties acknowledge that "best efforts" requires diligent, timely and commercially reasonable action to accomplish the scope set forth.

Payment Terms

Client shall pay Contractor the fees and reimburse approved expenses in accordance with the schedule below. All payments are due in accordance with the invoice terms unless otherwise agreed in writing.

Contractor will submit itemized invoices to Client. Payments are due within days of Client's receipt of a proper invoice.

Overdue amounts will accrue interest at a rate of percent per month, or the highest rate permitted by applicable law, whichever is lower.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until completion of the Scope of Work or until the End Date described below, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Upon termination for convenience, Contractor shall be entitled to payment for all services performed and documented expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information does not include information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was rightfully known by 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 the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) use Confidential Information solely for performance of this Agreement. These obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Best Efforts

Each party represents that it has the full power and authority to enter into this Agreement. Contractor specifically represents that it will use best efforts and commercially reasonable means to perform the Scope of Work in a timely and professional manner, consistent with industry standards. Best efforts shall require proactive communication, resource allocation and reasonable escalation to achieve agreed milestones.

Limitation of Liability

Except for liability arising from willful misconduct, fraud, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and aggregate liability under this Agreement shall not exceed the total fees paid to Contractor under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by litigation in the state or federal courts located in the chosen jurisdiction.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

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

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

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