Business Buttigli Template

Business Buttigli Template

This Business Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: (each a Party and together the Parties).

RECITALS

WHEREAS, Client Name: seeks the services and deliverables described in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the experience, expertise, and resources necessary to perform the services set forth herein; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the performance, payment, confidentiality, and disposition of work performed pursuant to this Agreement.

PARTY INFORMATION

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria shall be set forth as follows.

PAYMENT TERMS

Client shall pay Service Provider the fees for services in accordance with the schedule below. All amounts due are exclusive of applicable taxes unless otherwise stated.

Any past due amount shall accrue interest at the rate specified above, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Service Provider may suspend performance if payments are more than 30 days past due after written notice.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice delivered at least Notice Period: days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breaching Party fails to cure within 15 days after receipt of written notice of breach.

Upon termination, Service Provider shall deliver all completed and in-process work and Client shall pay for services rendered through the effective date of termination, including any non-cancellable commitments made by Service Provider in connection with performance.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party to the other Party in connection with this Agreement, whether disclosed orally, in writing or by inspection. Each Party shall: (a) 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); (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) was rightfully in the receiving Party's possession before disclosure by the disclosing Party; (iii) is rightfully received by the receiving Party from a third party without restriction; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither Party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid to Service Provider under this Agreement in the 12 months preceding the event giving rise to liability.

INSURANCE

Service Provider shall maintain at its expense commercial general liability and professional liability insurance with limits appropriate to the scope of services. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by the Party. Notices shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the specified state for disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments, exhibits and schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the Parties' intent in entering into the invalid provision.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be binding and effective as originals.

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