Business C2P Template

Business C2P Template

Parties

Recitals

WHEREAS, Client desires to retain Provider to perform certain services described in this Agreement effective as of ("Effective Date"); and

WHEREAS, Provider represents that Provider has the skill, experience and qualifications to perform the services described herein and is willing to provide such services to Client on the terms set forth below; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the contemplated services and related payments.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards:

Payment Terms

Client shall pay Provider for the services described in the Scope of Work the sum of $ USD, payable in accordance with the following schedule:

Invoices shall be issued by Provider and are payable by Client within days of invoice receipt. Payments not received within such period shall bear interest at the rate of , and Provider may suspend performance until overdue amounts are paid.

Each Party is responsible for its own taxes arising from amounts paid or received under this Agreement unless otherwise required by applicable law.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate for material breach if the breaching Party fails to cure within 30 days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a Party to the other Party in connection with this Agreement, including business plans, pricing, technical information, trade secrets, and customer information. The receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving Party, was known to the receiving Party prior to disclosure, or is rightfully received from a third party without restriction. Upon written request or termination of this Agreement, the receiving Party shall return or destroy Confidential Information and certify such return or destruction upon request.

Intellectual Property

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables created under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing intellectual property and methodologies. Any third-party materials incorporated into deliverables shall be governed by the applicable third-party license and Client shall comply with such license terms.

Indemnification and Limitation of Liability

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims arising from the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX 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 conflicts of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in the chosen jurisdiction, and judgment on the award may be entered in any court having jurisdiction.

Entire Agreement

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

Miscellaneous

Neither Party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor-in-interest in connection with a merger or sale of substantially all assets. Notices shall be in writing and delivered to the addresses set forth above or to other addresses provided in writing. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Acknowledgment

Each individual signing below represents and warrants that they have the authority to enter into this Agreement on behalf of the Party for whom they sign.

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